Dole Food Co Inc – ‘S-4’ on 6/25/03 – EX-3.1(AI)

On:  Wednesday, 6/25/03, at 5:16pm ET   ·   Accession #:  892569-3-1565   ·   File #:  333-106493

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a              HTML   2.54M 
                          Business-Combination Transaction                       
 2: EX-1.1      Underwriting Agreement                                44    211K 
28: EX-3.1(AA)  Articles of Incorporation/Organization or By-Laws      9     44K 
29: EX-3.1(AB)  Articles of Incorporation/Organization or By-Laws      3     26K 
30: EX-3.1(AC)  Articles of Incorporation/Organization or By-Laws     10     43K 
31: EX-3.1(AD)  Articles of Incorporation/Organization or By-Laws      4     29K 
32: EX-3.1(AE)  Articles of Incorporation/Organization or By-Laws      3     30K 
33: EX-3.1(AF)  Articles of Incorporation/Organization or By-Laws      6     39K 
34: EX-3.1(AG)  Articles of Incorporation/Organization or By-Laws     11     39K 
35: EX-3.1(AH)  Articles of Incorporation/Organization or By-Laws      4     27K 
36: EX-3.1(AI)  Articles of Incorporation/Organization or By-Laws      4     31K 
37: EX-3.1(AJ)  Articles of Incorporation/Organization or By-Laws     21     69K 
38: EX-3.1(AK)  Articles of Incorporation/Organization or By-Laws      6     34K 
39: EX-3.1(AL)  Articles of Incorporation/Organization or By-Laws      5     40K 
40: EX-3.1(AM)  Articles of Incorporation/Organization or By-Laws      5     32K 
41: EX-3.1(AN)  Articles of Incorporation/Organization or By-Laws      4     31K 
42: EX-3.1(AO)  Articles of Incorporation/Organization or By-Laws      5     36K 
43: EX-3.1(AP)  Articles of Incorporation/Organization or By-Laws      3     31K 
44: EX-3.1(AQ)  Articles of Incorporation/Organization or By-Laws      4     29K 
45: EX-3.1(AR)  Articles of Incorporation/Organization or By-Laws      3     26K 
46: EX-3.1(AS)  Articles of Incorporation/Organization or By-Laws      3     31K 
47: EX-3.1(AT)  Articles of Incorporation/Organization or By-Laws      9     55K 
48: EX-3.1(AU)  Articles of Incorporation/Organization or By-Laws     12     52K 
49: EX-3.1(AV)  Articles of Incorporation/Organization or By-Laws     12     50K 
50: EX-3.1(AW)  Articles of Incorporation/Organization or By-Laws      7     47K 
51: EX-3.1(AX)  Articles of Incorporation/Organization or By-Laws     15     47K 
52: EX-3.1(AY)  Articles of Incorporation/Organization or By-Laws     14     58K 
53: EX-3.1(AZ)  Articles of Incorporation/Organization or By-Laws      8     40K 
 3: EX-3.1(B)   Articles of Incorporation/Organization or By-Laws      5     35K 
54: EX-3.1(BA)  Articles of Incorporation/Organization or By-Laws     11     47K 
55: EX-3.1(BB)  Articles of Incorporation/Organization or By-Laws     19     73K 
56: EX-3.1(BC)  Articles of Incorporation/Organization or By-Laws     21     62K 
57: EX-3.1(BD)  Articles of Incorporation/Organization or By-Laws     16     54K 
58: EX-3.1(BE)  Articles of Incorporation/Organization or By-Laws      9     49K 
59: EX-3.1(BF)  Articles of Incorporation/Organization or By-Laws     18     58K 
60: EX-3.1(BG)  Articles of Incorporation/Organization or By-Laws      5     31K 
61: EX-3.1(BH)  Articles of Incorporation/Organization or By-Laws      3     30K 
62: EX-3.1(BI)  Articles of Incorporation/Organization or By-Laws      5     32K 
63: EX-3.1(BJ)  Articles of Incorporation/Organization or By-Laws      9     41K 
64: EX-3.1(BK)  Articles of Incorporation/Organization or By-Laws      4     30K 
65: EX-3.1(BL)  Articles of Incorporation/Organization or By-Laws      3     30K 
66: EX-3.1(BM)  Articles of Incorporation/Organization or By-Laws      4     29K 
67: EX-3.1(BN)  Articles of Incorporation/Organization or By-Laws      3     30K 
68: EX-3.1(BO)  Articles of Incorporation/Organization or By-Laws      4     31K 
69: EX-3.1(BP)  Articles of Incorporation/Organization or By-Laws      5     38K 
70: EX-3.1(BQ)  Articles of Incorporation/Organization or By-Laws      3     29K 
71: EX-3.1(BR)  Articles of Incorporation/Organization or By-Laws      3     30K 
72: EX-3.1(BS)  Articles of Incorporation/Organization or By-Laws     15     47K 
 4: EX-3.1(C)   Articles of Incorporation/Organization or By-Laws      2     26K 
 5: EX-3.1(D)   Articles of Incorporation/Organization or By-Laws      2     26K 
 6: EX-3.1(E)   Articles of Incorporation/Organization or By-Laws      2     26K 
 7: EX-3.1(F)   Exhibit 3.1(G)                                         3     28K 
 8: EX-3.1(G)   Articles of Incorporation/Organization or By-Laws      9     43K 
 9: EX-3.1(H)   Articles of Incorporation/Organization or By-Laws     10     50K 
10: EX-3.1(I)   Articles of Incorporation/Organization or By-Laws     17     65K 
11: EX-3.1(J)   Articles of Incorporation/Organization or By-Laws      1     23K 
12: EX-3.1(K)   Articles of Incorporation/Organization or By-Laws      2     26K 
13: EX-3.1(L)   Articles of Incorporation/Organization or By-Laws      3     30K 
14: EX-3.1(M)   Articles of Incorporation/Organization or By-Laws      3     27K 
15: EX-3.1(N)   Articles of Incorporation/Organization or By-Laws      6     32K 
16: EX-3.1(O)   Articles of Incorporation/Organization or By-Laws      2     26K 
17: EX-3.1(P)   Articles of Incorporation/Organization or By-Laws     16     62K 
18: EX-3.1(Q)   Articles of Incorporation/Organization or By-Laws     10     44K 
19: EX-3.1(R)   Articles of Incorporation/Organization or By-Laws      3     29K 
20: EX-3.1(S)   Articles of Incorporation/Organization or By-Laws      9     41K 
21: EX-3.1(T)   Articles of Incorporation/Organization or By-Laws     10     45K 
22: EX-3.1(U)   Articles of Incorporation/Organization or By-Laws      6     38K 
23: EX-3.1(V)   Articles of Incorporation/Organization or By-Laws      5     30K 
24: EX-3.1(W)   Articles of Incorporation/Organization or By-Laws      4     32K 
25: EX-3.1(X)   Articles of Incorporation/Organization or By-Laws      2     25K 
26: EX-3.1(Y)   Articles of Incorporation/Organization or By-Laws      2     26K 
27: EX-3.1(Z)   Exhibit 3.1                                            2     26K 
73: EX-3.2(B)   Articles of Incorporation/Organization or By-Laws     17     84K 
77: EX-4.11     Instrument Defining the Rights of Security Holders   168    680K 
78: EX-4.12     Instrument Defining the Rights of Security Holders     6     40K 
74: EX-4.5      Instrument Defining the Rights of Security Holders     4     34K 
75: EX-4.6      Instrument Defining the Rights of Security Holders     7     46K 
76: EX-4.8      Instrument Defining the Rights of Security Holders     6     40K 
79: EX-5.1      Opinion re: Legality                                   5     39K 
80: EX-10.2     Material Contract                                    157    409K 
81: EX-12.1     Statement re: Computation of Ratios                    2±    26K 
82: EX-23.2     Consent of Experts or Counsel                          1     23K 
83: EX-25.1     Statement re: Eligibility of Trustee                HTML     81K 
84: EX-99.1     Miscellaneous Exhibit                               HTML     82K 
85: EX-99.2     Miscellaneous Exhibit                               HTML     37K 
86: EX-99.3     Miscellaneous Exhibit                               HTML     26K 
87: EX-99.4     Miscellaneous Exhibit                               HTML     31K 
88: EX-99.5     Miscellaneous Exhibit                               HTML     30K 

EX-3.1(AI)   —   Articles of Incorporation/Organization or By-Laws

EX-3.1(AI)
1st Page of 4
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
                                                                EXHIBIT 3.1 (AI)
CERTIFICATE OF INCORPORATION

OF

 CUT FLOWER EXCHANGE, INC.

1. The name of the corporation is:                            

CUT FLOWER EXCHANGE, INC.                               

     2. The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County 
of New Castle. The name of its registered agent at such address is The          
Corporation Trust Company.                                                      

       3. The nature of the business or purposes to be conducted or promoted
is to engage in any lawful act or activity for which corporations may be        
organized under the General Corporation Law of Delaware.                        

         4. The total number of shares of stock which the corporation shall have
authority to issue is Ten Thousand (10,000) and the par value of each of such   
shares is One Dollar ($1.00) amounting in the aggregate to Ten Thousand Dollars 
($10,000.00).                                                                   

      5. The board of directors is authorized to make, alter or repeal the
by-laws of the corporation. Election of directors need not be by written ballot.

6. The name and mailing address of the incorporator is:       

T. L. Ford                
Corporation Trust Center  
1209 Orange Street        
Wilmington, Delaware 19801

        I, THE UNDERSIGNED, being the incorporator hereinbefore named, for the
purpose of forming a corporation pursuant to the General Corporation Law of     
Delaware, do make this certificate, hereby declaring and certifying that this is
my act and deed and the facts herein stated are true, and accordingly have      
hereunto set my hand this 11th day of February, 1988.                           

                        /s/ T. L. Ford
                                            ----------------------------------
                    T. L. Ford

EX-3.1(AI)
2nd Page of 4
TOC
1st
Previous
Next
↓Bottom
Just 2nd
 CERTIFICATE OF MERGER

   Pursuant to the provisions of Section 252 of the Delaware General
Corporation Law, the undersigned domestic and foreign corporations adopt the    
following Articles of Merger for the purpose of merging them into one of such   
corporations:                                                                   

       1. The names of the undersigned corporations and the states under the
laws of which they are organized are, respectively:                             

NAMES OF CORPORATION                            STATE OF INCORPORATION          
Sunburst Farms, Inc.                            Florida                         
Cut Flower Exchange, Inc.                       Delaware                        

2. The laws of the state under which the constituent foreign  
corporation is organized permit such merger.                                    

        3. The surviving corporation is Cut Flower Exchange, Inc. and it is to
be governed by the laws of the State of Delaware.                               

       4. The Certificate of Incorporation of the surviving corporation, Cut
Flower Exchange, Inc., shall continue to be the Certificate of Incorporation    
following the effective date of merger except that it is amended as follows:    
"The name of this corporation shall be changed from Cut Flower Exchange, Inc. to
Sunburst Farms, Inc."                                                           

        5. The Plan of Merger, a copy of which is attached as Exhibit "A", and
incorporated by reference, was approved by the shareholders of the undersigned  
domestic corporation at a joint meeting of the Board of Directors and Sole      
Shareholder held on June 29, 1991, in the manner prescribed by the Delaware     
General Corporation Law, and was approved by the undersigned foreign corporation
at a joint meeting of the Board of Directors and Sole Shareholder held on June  
29, 1991, in the manner prescribed by the laws of the State of Florida under    
which it is organized.                                                          

     6. As to each of the undersigned corporations, the number of shares
outstanding and the designation of each class entitled to vote as a class on    
such plan are as follows:                                                       

Name of Corporation         Number of Shares Outstanding   Designation of Class 
-------------------         ----------------------------   -------------------- 
Sunburst Farms, Inc.        1,769                          Common No par        
Cut Flower Exchange, Inc.   10,000                         Common $1.00 par     

number of shares voted for and against such plan, respectively, and, as to each 
class entitled to vote thereon as a class, the number of shares of such class   
voted for and against such plan respectively, are as follows:                   

EX-3.1(AI)
3rd Page of 4
TOC
1st
Previous
Next
↓Bottom
Just 3rd
Name of Corporation              Total Voted For         Total Voted Against    
Sunburst Farms, Inc.             l,769                   0                      
Cut Flower Exchange,             10,000                  0                      

        7. The Plan of Merger is on file at the principal place of business of
the surviving corporation, at 2200 NW 70th Avenue, Miami, Florida 33122.        

    8. A copy of the Plan of Merger will be furnished by the surviving
corporation, on request and without cost to any stockholder of Sunburst Farms,  
Inc., a Florida Corporation.                                                    

Dated:   7/31/91                                                                
                      Sunburst Farms, Inc.

         By: /s/
                                            ----------------------------------
                     President

         By: /s/
                                            ----------------------------------
                     Secretary

                             Cut Flower Exchange, Inc.

         By: /s/
                                            ----------------------------------
                     President

         By: /s/
                                            ----------------------------------
                     Secretary

2 

EX-3.1(AI)
Last Page of 4
TOC
1st
Previous
Next
↓Bottom
Just 4th
CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
SUNBURST FARMS, INC.

It is hereby certified that:                                                    

       1. The name of the corporation (hereinafter called the "Corporation")
is Sunburst Farms, Inc.                                                         

  2. The Certificate of Incorporation of the Corporation is hereby
amended by striking out Article 1 thereof and by substituting in lieu of said   
Article the following new Article:                                              

      "Article 1. The name of the Corporation is Dole Fresh Flowers, Inc."

       3. The amendment of the Certificate of Incorporation herein certified
has been duly adopted and written consent has been given in accordance with the 
provisions of Sections 228 and 242 of the General Corporation Law of the State  
of Delaware.                                                                    

Signed on the 23rd day of June, 1999.                         

                      /s/ David W. Perrigo
                                        --------------------------------------
                  David W. Perrigo
                      Vice President-Taxes

Attest:                                                                         

/s/ Janice M. Nichols                                                           
------------------------------------                                            
Janice M. Nicols                                                                
Assistant Secretary                                                             

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘S-4’ Filing		Date		First		Last			Other Filings
Filed on:		6/25/03							S-4
									List all Filings