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

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

EX-3.1(BH)
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                                                                 EXHIBIT 3.1(BH)

 ARTICLES OF INCORPORATION
OF
 DOLE ASSETS, INC.

----------

     I, the person hereinafter named as incorporator, for the purpose of
associating to establish a corporation, under the provisions and subject to the 
requirements of Title 7, Chapter 78 of Nevada Revised Statutes, and the acts    
amendatory thereof, and hereinafter sometimes referred to as the General        
Corporation Law of the State of Nevada, do hereby adopt and make the following  
Articles of Incorporation;                                                      

         FIRST: The name of the corporation (hereinafter called the corporation)
is Dole Assets, Inc.                                                            

      SECOND: The name of the corporation's resident agent in the State of
Nevada is CSC Services of Nevada, Inc., and the street address of the said      
resident agent where process may be served on the corporation is 502 East John  
Street, Carson City 89706.                                                      

       THIRD: The number of shares the corporation is authorized to issue is
one thousand (1,000), all of which are without nominal or par value. All such   
shares are of one class and are designated as Common Stock.                     

     FOURTH: The governing board of the corporation shall be styled as a
"Board of Directors," and any member of said Board shall be styled as a         
"Director."                                                                     

        The number of members constituting the first Board of Directors of the
corporation is three (3); and the name and the post office box or street        
address, either residence or business, of each of said members are as follows:  

NAME                          ADDRESS                         
----                          -------                         

David A. DeLorenzo            31365 Oak Crest Drive           
                                     Westlake Village, California 91361-4634

Edward A. Lang, III           31365 Oak Crest Drive           
                                     Westlake Village, California 91361-4634

David W. Perrigo              31365 Oak Crest Drive           
                                     Westlake Village, California 91361-4634

The number of directors of the corporation may be increased or
decreased in the manner provided in the Bylaws of the corporation; provided,    
that the number of directors shall never be less than one. In the interim       
between election of directors by stockholders entitled to vote, all vacancies,  
including vacancies caused by an increase in the number of directors and        
including vacancies resulting from the removal of directors by the stockholders 
entitled to vote which are not filled by said stockholders, may be filled by the
remaining directors, though less than a quorum.                                 

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EX-3.1(BH)
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   FIFTH: The name and the post office box or street address, either
residence or business, of the incorporator signing these Articles of            
Incorporation are as follows:                                                   

NAME                           ADDRESS                        
----                           -------                        

Janice M. Nicols               31365 Oak Crest Drive          
                                       Westlake Village, California 91361-4634

SIXTH: The corporation shall have perpetual existence.        

        SEVENTH: The personal liability of the directors of the corporation is
hereby eliminated to the fullest extent permitted by the General Corporation Law
of the State of Nevada, as the same may be amended and supplemented.            

       EIGHTH: The corporation shall, to the fullest extent permitted by the
General Corporation Law of the State of Nevada, as the same may be amended and  
supplemented, indemnify any and all persons who it shall have power to indemnify
under said Law from and against any and all of the expenses, liabilities, or    
other matters referred to in or covered by said Law, and the indemnification    
provided for herein shall not be deemed exclusive of any other rights to which  
those indemnified may be entitled under any Bylaw, agreement, vote of           
stockholders or disinterested directors or otherwise, both as to action in his  
official capacity and as to action in another capacity while holding such       
office, and shall continue as to a person who has ceased to be a director,      
officer, employee, or agent and shall inure to the benefit of the heirs,        
executors, and administrators of such a person.                                 

NINTH: The corporation may engage in any lawful activity.     

       TENTH: The corporation reserves the right to amend, alter, change, or
repeal any provision contained in these Articles of Incorporation in the manner 
now or hereafter prescribed by statute, and all rights conferred upon           
stockholders herein are granted subject to this reservation.                    

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EX-3.1(BH)
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         IN WITNESS WHEREOF, I do hereby execute these Articles of Incorporation
on September 9, 1997.                                                           

                                            /s/ Janice M. Nicols
                                                   ---------------------------
                                        Janice M. Nicols
                                    Incorporator

State of California            )                                                
)    Section      
County of Los Angeles          )                                                

On September 9, 1997, before me, A.K. Billingsley, Notary Public, personally    
appeared Janice M. Nicols personally known to me to be the person whose name is 
subscribed to the within instrument and acknowledged to me that she executed the
same in her authorized capacity, and that by her signature on the instrument to 
the person, or the entity upon behalf of which the person acted, executed the   
instrument.                                                                     

                                          WITNESS my hand and official seal.

                             /s/ A. K. Billingsley
                                           -----------------------------------
                                              Signature of 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
		9/9/97		3
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