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

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(BJ)   —   Articles of Incorporation/Organization or By-Laws
Exhibit Table of Contents

EX-3.1(BJ)
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                                                                EXHIBIT 3.1 (BJ)

                 FILED BY:

                                   CT CORPORATION SYSTEM
                       ROOM 1815
                                   235 MONTGOMERY STREET
                                             SAN FRANCISCO, CALIFORNIA 94104

ARTICLES OF INCORPORATION 

OF

CASTLE & COOKE FRESH FRUIT, INC.

 * * * * * *

FIRST. The name of the corporation is                         

CASTLE & COOKE FRESH FRUIT, INC.

       SECOND. Its principal office in the State of Nevada is located at One
East First Street, Reno, Washoe County, Nevada 89501. The name and address of   
its resident agent is The Corporation Trust Company of Nevada, One East First   
Street, Reno, Nevada 89501.                                                     

       THIRD. The nature of the business, or objects or purposes proposed to
be transacted, promoted or carried on are:                                      

      To engage in any activity for which corporations may be formed under
the Nevada Revised Statutes.                                                    

FOURTH. The total number of shares that may be issued by the  
corporation is two thousand five hundred (2,500) shares without nominal or par  
value.                                                                          

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Such shares without nominal or par value may be issued by the 
corporation from time to time for such consideration as may be fixed from time  
to time by the board of directors.                                              

  FIFTH. The governing board of this corporation shall be known as
directors, and the number of directors may from time to time be increased or    
decreased in such manner as shall be provided by the by-laws of this            
corporation, provided that the number of directors shall not be reduced to less 
than three (3), except that in cases where all the shares of the corporation are
owned beneficially and of record by either one or two stockholders, the number  
of directors may be less than three (3) but not less than the number of         
stockholders.                                                                   

      The names and post-office addresses of the first board of directors,
which shall be three (3) in number, are as follows:                             

                                                                [Download Table]

     NAME                                                 POST-OFFICE ADDRESS  
-----------------                                       -----------------------
                                                                               
Robert D. Cook                                          50 California Street   
                                                        San Francisco, CA 94111

William J. Hain                                         50 California Street   
                                                        San Francisco, CA 94111

Robert R. Nielsen                                       50 California Street   
                                                        San Francisco, CA 94111

       SIXTH. The capital stock, after the amount of the subscription price,
or par value, has been paid in shall not be subject to assessment to pay the    
debts of the corporation.                                                       

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        SEVENTH. The name and post-office address of each of the incorporators
signing the articles of incorporation are as follows:                           

                                                                [Download Table]

      NAME                                        POST-OFFICE ADDRESS  
----------------                                -----------------------
                                                                       
Barbara Cannizzo                                235 Montgomery Street  
                                                San Francisco, CA 94104

William F. Knees                                235 Montgomery Street  
                                                San Francisco, CA 94104

John W. Weybrew                                 235 Montgomery Street  
                                                San Francisco, CA 94104

EIGHTH. The corporation is to have perpetual existence.       

         NINTH. In furtherance, and not in limitation of the powers conferred by
statute, the board of directors is expressly authorized:                        

       Subject to the by-laws, if any, adopted by the stockholders, to make,
alter or amend the by-laws of the corporation.                                  

        To fix the amount to be reserved as working capital over and above its
capital stock paid in, to authorize and cause to be executed mortgages and liens
upon the real and personal property of this corporation.                        

         By resolution passed by a majority of the whole board, to designate one
(1) or more committees, each committee to consist of one (1) or more of the     
directors of the corporation, which, to the extent provided in the resolution or
in the by-laws of the corporation, shall have and may exercise the powers of the
board of directors in the management of the business and affairs of the         
corporation, and may authorize the seal of                                      

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the corporation to be affixed to all papers which may require it. Such committee
or committees shall have such name or names as may be stated in the by-laws of  
the corporation or as may be determined from time to time by resolution adopted 
by the board of directors.                                                      

        When and as authorized by the affirmative vote of stockholders holding
stock entitling them to exercise at least a majority of the voting power given  
at a stockholders' meeting called for that purpose, or when authorized by the   
written consent of the holders of at least a majority of the voting stock issued
and outstanding, the board of directors shall have power and authority at any   
meeting to sell, lease or exchange all of the property and assets of the        
corporation, including its good will and its corporate franchises, upon such    
terms and conditions as its board of directors deem expedient and for the best  
interests of the corporation.                                                   

  TENTH. Meetings of stockholders may be held outside the State of
Nevada, if the by-laws so provide. The books of the corporation may be kept     
(subject to any provision contained in the statutes) outside the State of Nevada
at such place or places as may be designated from time to time by the board of  
directors or in the by-laws of the corporation.                                 

       ELEVENTH. This corporation reserves the right to amend, alter, change
or repeal any provision contained in the articles of incorporation, in the      
manner now or hereafter prescribed by statute, or by the articles of            
incorporation, and all rights conferred upon stockholders herein are granted    
subject to this reservation.                                                    

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        WE, THE UNDERSIGNED, being each of the incorporators
hereinbefore named, for the purpose of forming a corporation pursuant to the    
General Corporation Law of the State of Nevada, do make and file these articles 
of incorporation, hereby declaring and certifying that the facts herein stated  
are true, and accordingly have hereunto set our hands this 27th day of October, 
1983.                                                                           

                /s/ Barbara Cannizzo
                                     -----------------------------------------
            Barbara Cannizzo

                /s/ William F. Knees
                                     -----------------------------------------
            William F. Knees

               /s/ John W. Weybrew
                                     -----------------------------------------
           John W. Weybrew

5 

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STATE OF CALIFORNIA                                                             
CITY AND                                                                        
COUNTY OF SAN FRANCISCO                                                         

                 On this 27th day of October 1983, before me, a Notary Public,
personally appeared Barbara Cannizzo, William F. Knees and John W. Weybrew, who 
severally acknowledged that they executed the above instrument.                 

                                       /s/ N. David Weir
                                                   -----------------------------
                                                  N. David Weir, Notary Public

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CERTIFICATE OF AMENDMENT
OF
 ARTICLES OF INCORPORATION
OF
CASTLE & COOKE FRESH FRUIT COMPANY
----------

Pursuant to the provisions of the Nevada Revised Statutes, Title 7, Chapter 78, 
the undersigned officers do hereby certify:                                     

FIRST: The name of the Corporation is Castle & Cooke Fresh Fruit Company, a     
Nevada corporation.                                                             

SECOND: The Board of Directors of the Corporation duly adopted the following    
resolutions by written consent on April 17, 1997:                               

        NOW, THEREFORE, BE IT RESOLVED: That the undersigned, being all of the
directors of the Corporation, hereby consent in writing to the
corporate actions hereinbelow described:                      

      1.    The change of the name of the Corporation from "CASTLE & COOKE
FRESH FRUIT COMPANY" to "DOLE HOLDINGS INC."      

       2.    The amendment of the Articles of Incorporation in the following
respects:                                         

    a.   The amendment of Article First of the Articles of
         Incorporation to read in its entirety as follows:

 "The name of the Corporation shall be

 DOLE HOLDINGS INC."

              b.   The amendment of the title of the Articles of Incorporation
to read in its entirety as follows:     

"ARTICLES OF INCORPORATION
OF
 DOLE HOLDINGS INC."

           c.   The replacement of the words "CASTLE & COOKE FRESH FRUIT
        COMPANY" wherever they appear in the Articles of
         Incorporation with the words "DOLE HOLDINGS INC."

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THIRD:The total number of outstanding shares having voting power of the         
corporation is 100; and the total number of votes entitled to be cast by the    
holder of all of said outstanding shares is 100.                                

FOURTH: The holder of all of the aforesaid total number of outstanding shares   
having voting power, to wit, 100 shares, dispensed with the holding of a meeting
of stockholder and adopted the amendments herein certified by a consent in      
writing signed by the sole shareholder in accordance with the provisions of     
Nevada Revised Statutes, Title 7, Section 78.320.                               

Signed on May 9, 1997                                                           

                                            CASTLE & COOKE FRESH FRUIT COMPANY

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

                               /s/ Theresa L. Hoover
                                            ----------------------------------
                           Theresa L. Hoover
                                 Its Assistant Secretary

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STATE OF CALIFORNIA        )                                                    
)Section                  
COUNTY OF LOS ANGELES      )                                                    

           On May 9, 1997, personally appeared before me, a Notary
Public, for the State and County aforesaid, David W. Perrigo, as Vice President 
- Taxes of Castle & Cooke Fresh Fruit Company, and Theresa L. Hoover, as        
Assistant Secretary of Castle & Cooke Fresh Fruit Company, who acknowledged that
they executed the above instrument.                                             

                         /s/ Walter L. Johnson
                                          --------------------------------------
                 Notary Public

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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
		5/9/97		8		9
		4/17/97		7
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