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Location: Bavaria, Germany

I am a retired US Government analyst, currently residing in Germany. I am also a shareholder in the company called Integral Technologies (OTCBB: ITKG), and have a desire to enlighten and share its great and still emerging story. I am well read, focused and appreciate challenging interactions which spark creativity and develop enlightenment. That is why I created the ElectriPlast Blog, and the reason I am here.

October 09, 2009

ElectriPlast: Is it Time to Appoint a Real Board of Directors?

It May






By Vince S.
ElectriPlast Blog Editor

“Be the change you want to see in the world” --

[Editor’s Note: Nearly three years after Integral Technologies first mentioned the possibility of hiring a Board of Directors, the ElectriPlast Blog is calling out the Boyz in Bellingham. But can a case be made for a group of independent decision makers to help guide our company?]


Several years ago, when Integral Technologies crooned about looming prospects for contracts and commercialization, there were fleeting references to a Board of Directors to facilitate the important decisions necessary to guide the company from a developmental stage to a revenue-generating entity. The dollar signs aren’t hitting our bottom line yet, but the time could be ripe to move the BOD concept into the realm of reality.

A real BOD would add a critical layer of governance to Integral and be consistent with SEC and Sarbanes Oxley rules by providing transparency and communication for the shareholders. Also, it would signal to the world that we have passed another milestone on the way to ElectriPlast becoming the success we always knew it would be. A real BOD? How about any BOD? Actually, the rules for incorporation require publicly traded companies to have a Board of Directors. While Integral meets that requirement, our BOD consists of just two people.

Although management has enlisted the aid of many advisors--Preston Gates Ellis, QuanStar, IRG, Jasper Rubber, etc.--most of the day-to-day decisions have been made by our two-person BOD, Bill Robinson and Bill Ince. Moreover, other than the aforementioned corporate advisors, only once during the 13 year history of this company has management reached outside of the Bellingham compound to ask for shareholder input, and that was to increase the number of authorized shares. So, is it premature to talk about implementing a real Board of Directors for Integral? I am not so sanguine as to think that the Boyz are on it already, but they should be.

Do we need a real Board of Directors?

Messers Robinson and Ince have made every critical decision as Integral morphed from the original antenna company, weathered a frivolous law suit, hired the person who would invent ElectriPlast, directed scores of patents through the Byzantine patent process, and connected with the manufacturer who has been a powerful partner in the development our intellectual property. To be sure, false starts, missteps, poor communication and rooky mistakes have marked the ElectriPlast trail which, in all likelihood, probably would have evolved faster had we had a board of critical thinkers to provide oversight during our journey.

Integral is not yet a revenue-generating company. Even so, the argument can be made that a consortium of directors, with expertise in areas relevant to our space, are necessary. ElectriPlast is a remarkable product that has the potential to generate many hundreds of millions in revenue. That being the case, a well functioning Board of Directors, with experience and expertise in the many areas affecting Integral’s area of operations, can serve as a top level advisor for the benefit of all shareholders, while becoming a strategic asset for Integral Technologies. Eventually, the need will exist for a Board of Directors. Why not now at this critical juncture?

Who and how should they be appointed?

As a microcap, Integral Technologies should start small, with bylaws and corporate governance policies that call for 8-10 directors, and expand the board as the company grows. Members of the Board of Directors would be nominated by the CEO and approved by the shareholders to cover traditional governance areas. As an example, the Integral BOD could include:

· William R. Robinson, CEO, Integral;
· Douglas R. Mathias, CEO, JARCO;
· Dian Griesel, CEO, IRG or her designee;
· A member from The QuanStar Group;
· A member from Wellington Management;
· And additional Directors from the automotive, manufacturing, legal, accounting, electrical engineering, and/or related sectors.

Furthermore, Mo Zeidan would be an excellent Director because of his expertise in the automotive sector, unless conflict-of-interest regulations prohibit such an appointment.

Initially, the BOD subcommittees could include the:

· Audit Committee;
· Compensation and Management Committee;
· Finance Committee; and the
· Nomination and Governance Committee.

The number of subcommittees could be expanded consistent with Integral’s growth and SEC governance and reporting responsibilities.

What can a BOD do for Integral Technologies?

Other than a sorely needed breath of fresh air, a knowledgeable, expert and experienced Board of Directors would, among many others:

· Provide confidence that critical decisions are not being made in a vacuum;
· Enhance the credibility of Integral Technologies and ElectriPlast in the worldwide marketplace;
· Ensure that Integral is on course with its policy directives and is fulfilling its mission statement;
· Help management realize growth strategies and revenue projections;
· Assist with the myriad of decisions related to the proper management of Integral;
· Focus on the strategic direction of the company; and
· Facilitate succession planning, should that become necessary.

As long as Integral continues with the two-person Board of Directors format, shareholders will continue to raise their eyebrows when SEC reporting, such as the most recent 10-K, reflects increased benefits, bonuses, and allowances for the Boyz. While most will acknowledge that Bill Robinson has occasionally used his own personal funds to finance Integral until other financing was available, the two-person system perpetuates the perception of a lack of transparency as well as a disregard for the shareholders.

With a full BOD, shareholders will have the assurance that the Directors voted in by the majority of the shareholders will only make decisions that are in the best interests of the company. At this stage in the company’s development, the ElectricPlast Blog supports a real and functioning Board of Directors for Integral Technologies similar to the model in the above paragraphs.

Finally, the National Association of Corporate Directors could serve as a resource in helping steer Integral through the process of finding the best people for the new Integral Technologies Board of Directors.

It’s time to get on it, Boyz!