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

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

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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(AE)   —   Articles of Incorporation/Organization or By-Laws

EX-3.1(AE)
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                                                                 EXHIBIT 3.1(AE)

CERTIFICATE OF INCORPORATION
OF
 CLOVIS CITRUS ASSOCIATION

            To form a corporation pursuant to the Corporation Law of
Delaware, the undersigned certify:                                              

                  1.  The name of this corporation is CLOVIS CITRUS ASSOCIATION.

              2. The address of the registered office in Delaware is 100
West Tenth Street, Wilmington, New Castle County, Delaware, and the name of its 
registered agent is The Corporation Trust Company.                              

3.  The purpose of this corporation is:     

                       To engage in any lawful act or activity for which
corporations may be organized under the Corporation Law of Delaware.            

                4. This corporation is authorized to issue a total of 10,000
shares of Common Stock of the par value of $1.00 each.                          

                 5.  The names and mailing addresses of the incorporators are:

   Beatrice L. Huston             Foshay Tower
                                                  Minneapolis, Minnesota 55402

   John A. Kocur                  Foshay Tower
                                                  Minneapolis, Minnesota 55402

   Raymond Plank                  Foshay Tower
                                                  Minneapolis, Minnesota 55402

            6. The Board of Directors of this corporation shall have
authority:                                                                      

             (a)      to allot and authorize the issuance of the
                  authorized but unissued shares of this
                     corporation, including the declaration of
                       dividends payable in shares of any class to
            shareholders of any other class;

          (b)      to make, amend, and repeal the By-laws;

                  (c)      to exercise all powers and to do such acts that
                              may be exercised or done by this corporation under
                            the Corporation Law of Delaware, subject only to
                              the provisions of the Certificate of Incorporation
            and By-laws of this corporation.

               7. Whenever a compromise or arrangement is proposed between
this corporation and its creditors or any class of them, and/or between this    
corporation and its                                                             

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stockholders or any class of them, any court of equitable jurisdiction within   
the State of Delaware may, on the application in a summary way of this          
corporation or of any creditor or stockholder thereof or on the application of  
any receiver or receivers appointed for this corporation under the provisions of
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this corporation under
the provisions of Section 279 of Title 8 of the Delaware Code, order a meeting  
of the creditors or class of creditors, and/or of the stockholders or class of  
stockholders of this corporation, as the case may be, to be summoned in such    
manner as the said court directs. If a majority in number representing          
three-fourths in value of the creditors or class of creditors, and/or of the    
stockholders or class of stockholders of this corporation, as the case may be,  
agree to any compromise or arrangement and to any reorganization of this        
corporation as consequence of such compromise or arrangement and the said       
reorganization shall, if sanctioned by the court to which the said application  
has been made, be binding on all the creditors or class of creditors, and/or on 
all the stockholders or class of stockholders, of this corporation, as the case 
may be, and also on this corporation.                                           

                         "8. This corporation is authorized to indemnify its
          directors, officers, employees and other agents of the
            corporation while acting in their capacity as directors,
                officers, employees or agents, as applicable, to the fullest
                 extent permissible under the Delaware General Corporation Law
              as the same now exists or as it may hereafter be amended."

Dated as of the 24th day of January, 1990.                                      

                                           /s/ Raymond Plank
                                                    --------------------------
                                       Raymond Plank

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                                                               STATE OF DELAWARE
                                                              SECRETARY OF STATE
                                                        DIVISION OF CORPORATIONS
                                                       FILED 09:00 AM 02/28/1990
                                                              900615235 - 805383

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
 CLOVIS CITRUS ASSOCIATION

    Rodger B. Jensen and Effie F. Anastassiou, President and Assistant
Secretary, respectively, of Clovis Citrus Association, a corporation organized  
and existing under and by virtue of the General Corporation Law of the State of 
Delaware DO HEREBY CERTIFY:                                                     

1. That the following paragraph is added to the Certificate of
Incorporation:                                                                  

                         "8. This corporation is authorized to indemnity its
          directors, officers, employees and other agents of the
            corporation while acting in their capacity as directors,
                officers, employees or agents, as applicable, to the fullest
                 extent permissible under the Delaware General Corporation Law
              as the same now exists or as it may hereafter be amended."

2. The foregoing Certificate of Amendment of Certificate of   
Incorporation has been duly approved by the Board of Directors of this          
corporation.                                                                    

3. The foregoing Certificate of Amendment of Certificate of   
Incorporation has been approved by the required vote of the stockholders in     
accordance with Section 242 of the General Corporation Law of the State of      
Delaware. The total number of outstanding shares of the corporation is 1,000.   
The number of shares voting in favor of the amendment equalled or exceeded the  
vote required.                                                                  

      IN WITNESS WHEREOF, we have signed this certificate this 24th day of
January, 1990.                                                                  

                                             /s/ Roger B. Jensen
                                                    --------------------------
                                         Roger B. Jensen
                                   President

                                                  /s/ Effie F. Anastassiou
                                                    --------------------------
                                              Effie F. Anastassiou
                                             Assistant Secretary