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

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

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                                                                 Exhibit 3.1 (I)

 ARTICLES OF INCORPORATION

OF

 LAKE ANDERSON CORPORATION

NAME

FIRST: The name of this corporation is:                 

 LAKE ANDERSON CORPORATION

PURPOSES

     SECOND: a) The specific business in which this corporation is
primarily to engage is the real estate development business, including the      
acquisition, improvement, lease and sale of real estate and other property.     

    (b) The purposes for which this corporation is formed are as
follows:                                                                        

             (1) To acquire by purchase, lease or otherwise, lands and
    interest in lands and to own, hold, improve, develop and manage any real
     estate so acquired and to erect or cause to be erected on any land owned,
    held or occupied by the corporation, buildings of every kind and nature,
      or other structures with their appurtenances, including parking areas, and
   to rebuild, enlarge, alter, or improve any building or other structures
    now or hereafter erected on any lands so owned, held or occupied, and to
    mortgage, sell, lease, rent or otherwise dispose of or utilize any lands
  or interests in lands or buildings or other structures, and any shops,
    suites, offices, industrial buildings, warehouses, rooms or parts of any
     building or other structure at any time owned or held by the corporation.

           (2) To acquire by purchase or otherwise, tracts of land
suitable for subdivision purposes; to plan and develop subdivisions 
     thereon; to construct streets, sidewalks, sewers and utilities thereon or
   therein; to erect buildings, garages, factories, commercial offices and
     industrial buildings of all types; to manage and to operate the same, and
      to enter into leases and rental agreements theref; to erect or cause to be
     erected and to manage and operate shopping centers, factories, industrial
    buildings, warehouses or similar type structures, and to mortgage, sell,
lease or otherwise dispose of such properties owned or held by the  
corporation.                                                        

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              (3) To carry on and conduct a general building contracting
business, including therein the designing, constructing, enlarging, 
   repairing, removing or otherwise engaging in any work upon buildings of
     all types and kind and grounds surrounding buildings, and to do all iron,
   steel, wood, masonry and earth construction and to enter into contracts
therefor and to extend and receive any contracts or assignments of  
    contracts therefor or relative thereto and to manufacture, fabricate and
furnish building materials and supplies connected therewith.        

               (4) To own, buy, take leases of or otherwise acquire, hold,
    invest in, use, manage, lease, develop and improve real property and any
    interests and rights therein; to manage, and to render advisory services
 with respect to, real estate owned by others, under such contracts or
     other arrangements, and with such powers, duties and responsibilities, as
may be approved by the Board of Directors of the corporation.       

           (5) To buy, hire, or otherwise acquire, hold, own, use,
     produce, manufacture, sell, assign, transfer, pledge or otherwise dispose
     of and deal in and with personal property of whatever nature, tangible or
intangible, including any and all kinds of machinery, equipment,    
    materials, tools and other goods and chattels, and including franchises,
     rights, licenses, patents, trademarks, bonds of any government and of any
      public or private corporation, notes, choses in action and other evidences
     of indebtedness, shares of the capital stock and obligations of public or
private corporations, and options for the purchase of any of the    
foregoing.                                                          

                  (6) To issue shares of the capital stock and/or obligations of
     the corporation and/or options for the purchase of any thereof in payment
    for property acquired by the corporation or for services rendered to the
  corporation or for any other objects in and about its business, and to
 purchase, hold, sell, transfer, accept as security for loans and deal
 generally in shares of its capital stock and its obligations in every
lawful manner.                                                      

                 (7) To acquire the whole or any part of the property, assets,
business, good will and rights of any person, firm, association or  
   corporation engaged in any business or enterprise which may lawfully be
 undertaken by the corporation, and to pay for the same in cash and/or
 shares of the capital stock and/or obligations of the corporation, or
  otherwise, and/or by undertaking and assuming the whole or any part of

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     the indebtedness and obligations of the transferor, and to hold or in any
 manner dispose of the whole or any part of the property and assets so
      acquired, and to conduct in any lawful manner the whole or any part of the
business so acquired and to exercise all the powers necessary or    
   convenient in and about the conduct, management and carrying on of such
business.                                                           

                (8) To borrow money and to incur indebtedness, without limit
    as to the amount, and in excess of the capital stock of the corporation,
     and to issue bonds, debentures, debenture stock, warrants, notes or other
    obligations therefor, and to secure the same by any lien, charge, grant,
  pledge, deed of trust or mortgage of the whole or any part of the real
     and/or personal property of the corporation, then owned and/or thereafter
to be acquired, and/or to issue bonds, debentures, debenture stock, 
warrants, notes or other obligations without any such security.     

              (9) To draw, make, accept, endorse, guarantee, execute and
     issue promissory notes, bills of exchange, drafts, warrants of all kinds,
    obligations and certificates and negotiable or transferable instruments,
  to loan money to others with or without security, and to guarantee the
debts or obligations of others and go security on bonds of others.  

           (10) To promote or to aid in any manner, financially or
otherwise, any corporation or association any of whose stock or     
   obligations are held directly or indirectly by the corporation, and for
     this purpose to enter into plans of reorganization or readjustment and to
      guarantee the whole or any part of the indebtedness and obligations of any
     such other corporation or association and the payment of dividends on its
    stock, and to do any other acts or things designed to protect, preserve,
improve or enhance the value of such stocks or obligations.         

                (11) To enter into, make, perform and carry out contracts of
   every kind for any lawful purpose with any person, firm, association or
corporation, one or more.                                           

                  (12) To act as a principal or agent, or to become a general or
limited partner or a joint venturer and to enter into agreements of 
partnership or of joint venture with one or more other persons or   
     corporations for the purpose of carrying on any business whatsoever which
    this corporation may deem proper or convenient in connection with any of
the purposes herein set forth or otherwise, or which may be         

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calculated directly or indirectly to promote the interests of this  
corporation or to enhance the value of its property or business.    

                  (13) To transact business in the State of California or in any
   jurisdiction of the United States of America or elsewhere in the world.

              (14) To do any act and transact any business in connection
 with the foregoing purposes and powers which a copartner or a natural
   person could do or exercise which now or hereafter may be authorized by
   law, and to carry on any other lawful business, enterprise, or activity
    whatsoever which may seem capable of being carried on in connection with
the foregoing or calculated directly or indirectly to promote the   
   interests of this corporation, or to enhance the value of its property.

PRINCIPAL OFFICE

          THIRD: The County in this State where the principal office for the
transaction of the business of the corporation is located is the City and County
of San Francisco.                                                               

 DIRECTORS

           FOURTH: (a) The number of Directors of the corporation shall be not
less than eight (8) nor more than eleven (11), the exact number of Directors to 
be fixed, within such limits, by a By-Law or amendment thereof duly adopted by  
the shareholders or the Board of Directors.                                     

           (b) The names and addresses of the persons who are appointed to act
as the first Directors of the corporation are as follows:                       

Name                                  Address     

Malcolm Tuft                         111 Sutter Street          
                                   San Francisco, California

Peter G. Platt                       111 Sutter Street          
                                   San Francisco, California

John W. Larson                       111 Sutter Street          
                                   San Francisco, California

Reverdy Johnson                      111 Sutter Street          
                                   San Francisco, California

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Charles Davenport                    111 Sutter Street          
                                   San Francisco, California

John N. Leutza                       111 Sutter Street          
                                   San Francisco, California

Arnold I. Weber                      111 Sutter Street          
                                   San Francisco, California

Duncan E. Haynes                     111 Sutter Street          
                                   San Francisco, California

Melvin R. Goldman                    111 Sutter Street          
                                   San Francisco, California

Joseph M. Livermore                  111 Sutter Street          
                                   San Francisco, California

AUTHORIZED STOCK

       FIFTH: The corporation is authorized to issue only one class of
shares of stock, consisting of five hundred (500) shares of the par value of One
Hundred Dollars ($100.00) per share, and of the aggregate par value of Fifty    
Thousand Dollars ($50,000.00) for all such shares.                              

       IN WITNESS WHEREOF, for the purpose of forming this corporation
under the laws of the State of California, the undersigned, constituting the    
incorporators of this corporation, including the persons named hereinabove, as  
the first Directors of this corporation, have executed these Articles of        
Incorporation this 26th day of June, 1964.                                      

                                  /s/ Malcolm Tuft
                                                 -------------------------------

                                    /s/ Peter G. Platt
                                                 -------------------------------

                                    /s/ John W. Larson
                                                 -------------------------------

                                     /s/ Reverdy Johnson
                                                 -------------------------------

                                       /s/ Charles Davenport
                                                 -------------------------------

                                    /s/ John N. Leutza
                                                 -------------------------------

                                     /s/ Arnold I. Weber
                                                 -------------------------------

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                                      /s/ Duncan E. Haynes
                                                 -------------------------------

                                       /s/ Melvin R. Goldman
                                                 -------------------------------

                                         /s/ Joseph M. Livermore
                                                 -------------------------------

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STATE OF CALIFORNIA                 )                                           
)  ss.  
City and County of San Francisco    )                                           

          On this 26th day of June, 1964, before me, Maude W. Nash, a Notary
Public in and for the City and County of San Francisco, State of California,    
residing therein, duly commissioned and sworn, personally appeared Malcolm Tuft,
Peter G. Platt, John W. Larson, Reverdy Johnson, Charles Davenport, John N.     
Leutza, Arnold I. Weber, Duncan E. Haynes, Melvin R. Goldman and Joseph M.      
Livermore, known to me to be the persons whose names are subscribed to the      
foregoing Articles of Incorporation, and acknowledged to me that they executed  
the same.                                                                       

WITNESS my hand and official seal.                      

                                        /s/ MAUDE W. NASH          Maude W. Nash
                                        ----------------------------------------
                                 Notary Public
                                 in and for the City and County of
                                  San Francisco, State of California

                                        My Commission Expires October 14th, 1966

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CERTIFICATE OF AMENDMENT

OF

 ARTICLES OF INCORPORATION

WARREN G. HAIGHT and GEORGE YIM certify:                                        

          1. That they are the President and the Secretary, respectively, of
LAKE ANDERSON CORPORATION, a California corporation.                            

           2. That pursuant to section 9 of Article III of the By-laws of said
corporation, the Board of Directors thereof is authorized to take action by     
unanimous written consent without a meeting.                                    

         3. That by unanimous written consent of the Board of Directors of
said corporation adopted on October 18, 1971, without a meeting, the following  
resolution was adopted:                                                         

                  "RESOLVED, that Article THIRD of the Articles of Incorporation
      of this corporation be amended to read as follows:

                    'THIRD: The County in this State where the principal
                 office for the transaction of the business of the
                      corporation is located is the County of Santa Clara.'"

     4. That the shareholder has adopted said amendment by written
consent. That the wording of the amended article, as set forth in the           
shareholder's written consent, is the same as that set forth in the directors'  
resolution in paragraph 3 above.                                                

           5. That the number of shares represented by written consent is 500.
That the total number of shares entitled to vote on or consent to the amendment 
is 500.                                                                         

                                    /s/ WARREN G. HAIGHT
                                                --------------------------------
                                           WARREN G. HAIGHT, President

                              /s/ GEORGE YIM
                                                --------------------------------
                                     GEORGE YIM, Secretary

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STATE OF HAWAII                    )                                            
)  ss.    
CITY AND COUNTY OF HONOLULU        )                                            

           WARREN G. HAIGHT and GEORGE YIM, being first duly sworn, depose and
say: that they have read the foregoing certificate and that the matters set     
forth therein are true and correct of their own knowledge.                      

                                    /s/ WARREN G. HAIGHT
                                                --------------------------------
                                WARREN G. HAIGHT

                              /s/ GEORGE YIM
                                                --------------------------------
                          GEORGE YIM

Subscribed and sworn to before me                                               
this 12th day of November, 1971                                                 

/s/ LILLIAN T. OASA                                                             
---------------------------------                                               
Notary Public, First Circuit,                                                   
State of Hawaii                                                                 

My commission expires: 5/21/74                                                  

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CERTIFICATE OF AMENDMENT

OF

 ARTICLES OF INCORPORATION

WARREN G. HAIGHT and GEORGE YIM certify:                                        

          1. That they are the President and the Secretary, respectively, of
LAKE ANDERSON CORPORATION, a California corporation.                            

           2. That pursuant to section 9 of Article III of the By-Laws of said
corporation, the Board of Directors thereof is authorized to take action by     
unanimous written consent without a meeting.                                    

         3. That by unanimous written consent of the Board of Directors of
said corporation adopted on August 23, 1972, without a meeting, the following   
resolution was adopted:                                                         

                  "RESOLVED, that Article FIRST of the Articles of Incorporation
      of this corporation be amended to read as follows:

                'FIRST: The name of this corporation is: OCEANIC
CALIFORNIA INC.'"               

     4. That the shareholder has adopted said amendment by written
consent. That the wording of the amended article, as set forth in the           
shareholder's written consent, is the same as that set forth in the directors'  
resolution in paragraph 3 above.                                                

           5. That the number of shares represented by written consent is 500.
That the total number of shares entitled to vote on or consent to the amendment 
is 500.                                                                         

                                    /s/ WARREN G. HAIGHT
                                                --------------------------------
                                           WARREN G. HAIGHT, President

                              /s/ GEORGE YIM
                                                --------------------------------
                                     GEORGE YIM, Secretary

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STATE OF HAWAII                    )                                            
)  ss.    
CITY AND COUNTY OF HONOLULU        )                                            

           WARREN G. HAIGHT and GEORGE YIM, being first duly sworn, depose and
say: that they have read the foregoing certificate and that the matters set     
forth therein are true and correct of their own knowledge.                      

                                    /s/ WARREN G. HAIGHT
                                                --------------------------------
                                WARREN G. HAIGHT

                              /s/ GEORGE YIM
                                                --------------------------------
                          GEORGE YIM

Subscribed and sworn to before me                                               
this 28 day of August, 1972                                                     

/s/ LILLIAN T. OASA                                                             
---------------------------------                                               
Notary Public, First Circuit,                                                   
State of Hawaii                                                                 

My commission expires: May 21, 1974                                             

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CERTIFICATE OF AMENDMENT

OF

 ARTICLES OF INCORPORATION

RANDOLPH MOORE and PHILIP C. SMITH certify:                                     

      1. That they are the Vice-President and Assistant Secretary, respectively,
of OCEANIC CALIFORNIA INC., a California corporation.                           

2. That pursuant to Section 9 of Article III of the By-laws of said 
corporation, the Board of Directors thereof is authorized to take action by     
unanimous written consent without a meeting.                                    

  3. That by unanimous written consent of the Board of Directors of said
corporation on September 7, 1976, without a meeting, the following resolution   
was adopted:                                                                    

                  "RESOLVED, that Article THIRD of the Articles of Incorporation
of this corporation be amended to read as follows:      

               'THIRD: The County in this State where the principal office
            for the transaction of the business of the corporation is located is
the City and County of San Francisco.'"                 

  4. That the shareholder has adopted said amendment by written consent.
That the wording of the amended article, as set forth in the shareholder's      
written consent, is the same as that set forth in the directors' resolution in  
paragraph 3 above.                                                              

    5. That the number of shares represented by written consent is 500. That
the total number of shares entitled to vote on or consent to the amendment is   
500.                                                                            

                  /s/ RANDOLPH MOORE
                                       ---------------------------------------
                              Randolph Moore, Vice-President

                   /s/ PHILIP C. SMITH
                                       ---------------------------------------
                                    Philip C. Smith, Assistant Secretary

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STATE OF CALIFORNIA               )                                             
)  ss:      
CITY & COUNTY OF SAN FRANCISCO    )                                             

RANDOLPH MOORE and PHILIP C. SMITH being first duly sworn, each for 
himself deposes and says that:                                                  

      RANDOLPH MOORE is the Vice-President of the California corporation therein
mentioned, and PHILIP C. SMITH is the Assistant Secretary of said corporation;  
the matters set forth therein are true of his own knowledge and the signatures  
purporting to be the signatures of said RANDOLPH MOORE and PHILIP C. SMITH      
thereto are their genuine signatures.                                           

                      /s/ RANDOLPH MOORE
                                          --------------------------------------
                  Randolph Moore

                       /s/ PHILIP C. SMITH
                                          --------------------------------------
                   Philip C. Smith

Subscribed and sworn to before me on July 14, 1977.                 

                        /s/ ARNETTA L. ALTER
                                          --------------------------------------
                 Notary Public

EX-3.1(I)
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CERTIFICATE OF AMENDMENT
OF ARTICLES OF INCORPORATION
OF OCEANIC CALIFORNIA INC.

WARREN G. HAIGHT and GEORGE YIM certify:                                        

      1. That they are the President and the Secretary, respectively, of OCEANIC
CALIFORNIA INC., a California corporation.                                      

2. That pursuant to Section 9 of Article III of the By-Laws of said 
corporation, the Board of Directors thereof is authorized to take action by     
unanimous written consent without a meeting.                                    

     3. That by unanimous written consent dated as of June 16, 1980, the Board
of Directors, without a meeting, adopted the following resolution:              

         RESOLVED, that Article FOURTH of the Articles of Incorporation of
this corporation be amended to read as follows:                     

          "FOURTH: There shall be a Board of Directors of the corporation to
consist of not less than five nor more than eight members. Subject to the       
foregoing limitation, the number of directors shall be fixed each year and the  
directors shall be elected by the shareholders at their annual meeting, to hold 
office until the next annual meeting and thereafter until their successors shall
be duly elected and qualified, provided that the number may be increased or     
decreased, and, if increased, the additional directors may be elected by the    
shareholders at any special meeting duly called and held for the purpose. The   
By-Laws may provide for the filling of vacancies and temporary vacancies. The   
directors need not be shareholders of the corporation. The Board of Directors   
shall have full power to control and direct the business and affairs of the     
corporation, subject, however, to instructions by the shareholders, and to any  
limitations which may be set forth in statutory provisions, in these Articles of
Incorporation, and in the By-Laws of the corporation. There may be an executive 
committee of the Board of Directors as provided for in the By-Laws."            

  4. That the shareholder has adopted said amendment by written consent.
That the wording of the amended article, as set forth in the shareholder's      
written consent, is the same as that set forth in the directors' resolution in  
paragraph 3 above.                                                              

    5. That the number of shares represented by written consent is 500. That
the total number of shares entitled to vote on or consent to the amendment is   
500.                                                                            

                                /s/ WARREN G. HAIGHT
                                              ----------------------------------
                                       WARREN G. HAIGHT, President

                          /s/ GEORGE YIM
                                              ----------------------------------
                                 GEORGE YIM, Secretary

                                                                   (Page 1 of 2)

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STATE OF HAWAII                  )                                              
)  SS.        
CITY AND COUNTY OF HONOLULU      )                                              

   WARREN G. HAIGHT and GEORGE YIM being first duly sworn, depose and say:
that they are the President and Secretary, respectively, of the California      
corporation therein mentioned; that the matters set forth therein are true of   
their own knowledge, and that the signatures purporting to be the signatures of 
said WARREN G. HAIGHT and GEORGE YIM thereto are their genuine signatures.      

                                  /s/ WARREN G. HAIGHT
                                               ---------------------------------
                              WARREN G. HAIGHT

                            /s/ GEORGE YIM
                                               ---------------------------------
                        GEORGE YIM

Subscribed and sworn to before me                                               
this June 17, 1981                                                              

/s/ LILLIAN T. OASA                                                             
----------------------------------                                              
Notary Public, State of Hawaii                                                  
My commission expires:  May 21, 1982                                            

                                                                   (Page 2 of 2)

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CERTIFICATE OF AMENDMENT
OF
 ARTICLES OF INCORPORATION
OF
 OCEANIC CALIFORNIA INC.
a California corporation

GLEN T. HIERLMEIER and J. BRETT TIBBITTS certify that:                          

      1. That they are the President and Secretary, respectively, of
Oceanic California Inc., a California corporation.                              

 2. Article FIRST of the Articles of Incorporation of this
corporation is amended to read as follows:                                      

"FIRST: The name of the corporation is:     

CASTLE & COOKE CALIFORNIA, INC."

        3. The foregoing amendment of Articles of Incorporation has been
duly approved by the Board of Directors.                                        

        4. The foregoing amendment of Articles of Incorporation has been
approved by the required vote of the shareholders in accordance with Section 902
of the California Corporation Code. The total number of outstanding shares of   
the corporation is 500. The number of shares voting in favor of the amendment   
equaled or exceeded the vote required. The percentage vote required was more    
than 50%.                                                                       

         We further declare under penalty of perjury under the laws of the
State of California that the matters set forth in this certificate are true and 
correct of our own true knowledge.                                              

Dated as of the 16th day of November, 1990.             

                                    /s/ GLEN T. HIERLMEIER
                                               ---------------------------------
                                         Glen T. Hierlmeier,
                                   Its President

                                   /s/ J. BRETT TIBBITTS
                                               ---------------------------------
                                        J. Brett Tibbitts,
                                   Its Secretary

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CERTIFICATE OF AMENDMENT
OF
 ARTICLES OF INCORPORATION
OF
 CASTLE & COOKE CALIFORNIA, INC.
a California corporation

Laura Whitaker and Carol A. Stringer certify that:                              

1. That they are the Vice President and Assistant Secretary, respectively, of   
Castle & Cooke California, Inc., a California corporation.                      

2. Article FIRST of the Articles of Incorporation of this corporation is amended
to read as follows:                                                             

"FIRST: The name of the corporation is CALICAHOMES, INC."           

3. The foregoing amendment of articles of incorporation has been duly approved  
by the board of directors.                                                      

4. The foregoing amendment of articles of incorporation has been duly approved  
by the required vote of the shareholders in accordance with Section 902 of the  
California General Corporation Code. The total number of outstanding shares of  
the corporation is 500. The number of shares voting in favor of the amendment   
equaled or exceeded the vote required. The percentage vote required was more    
than 50%.                                                                       

We further declare under penalty of perjury under the laws of the State of      
California that the matters set forth in this certificate are true and correct  
of our own true knowledge.                                                      

Dated December 21, 1995.                                                        

                                  /s/ LAURA WHITAKER
                                               -------------------------------
                                      Laura Whitaker
                                          Its Vice President

                                     /s/ CAROL A. STRINGER
                                               -------------------------------
                                         Carol A. Stringer
                                               Its 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
		12/21/95		17
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