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

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

EX-3.1(N)
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                                                                  Exhibit 3.1(N)

 ARTICLES OF INCORPORATION
OF
 MIRACLE FRUIT COMPANY

ONE: The name of this corporation is                    

MIRACLE FRUIT COMPANY                 

          TWO: The purpose of the corporation is to engage in any lawful act
or activity for which a corporation may be organized under the General          
Corporation Law of California, other than the banking business, the trust       
company business or the practice of a profession permitted to be incorporated by
the California Corporations Code.                                               

      THREE: The name and address in this state of the corporation's
initial agent for service of process is:                                        

William G. Myers                
Ladera Ranch                    
Ojai, California  93023         

      FOUR: The corporation is authorized to issue only one class of
shares, which shall be designated "common" shares and shall have a par value of 
$1 per share. The total authorized number of such shares which may be issued is 
100,000 shares.                                                                 

DATED:      September 12, 1979.                         

             /s/ Kenneth R. Bender
                               -------------------------------
                 KENNETH R. BENDER
            Incorporator

EX-3.1(N)
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         I declare that I am the person who executed the above Articles of
Incorporation, and such instrument is my act and deed.                          

             /s/ Kenneth R. Bender
                               -------------------------------
                 KENNETH R. BENDER

EX-3.1(N)
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NAME CHG.   TO BLUE GOOSE GROWERS, INC.                                         

CERTIFICATE OF AMENDMENT

OF

 ARTICLES OF INCORPORATION

OF

 MIRACLE FRUIT COMPANY

WILLIAM G. MYERS and CARL F. HUNTSINGER certify that:   

            1. They are the President and the Assistant Secretary, respectively,
of MIRACLE FRUIT COMPANY, a California corporation.                             

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

   "The name of this corporation is "BLUE GOOSE GROWERS, 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 shareholders in accordance with Section   
902 of the Corporations Code. The total number of outstanding shares of the     
corporation is 1,000. The number of shares voting in favor of the amendment     
equaled or exceeded the vote required. The percentage vote required was more    
than 50%.                                                                       

                    /s/ William G. Myers
                                       -------------------------------
                                   William G. Myers, President

                      /s/ Carl F. Huntsinger
                                       -------------------------------
                           Carl F. Huntsinger,
                           Assistant Secretary

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         The undersigned declare under penalty of perjury that the matters
set forth in the foregoing certificate are true of their own knowledge.         

EXECUTED at Los Angeles, California on October 1, 1979. 

                    /s/ William G. Myers
                                       -------------------------------
                        William G. Myers

                    /s/ Carl F. Huntsinger
                                     -------------------------------
                        Carl F. Huntsinger

EX-3.1(N)
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CERTIFICATE OF AMENDMENT
OF
 ARTICLES OF INCORPORATION
OF
BLUE GOOSE GROWERS, INC.  
a California corporation

DAVID R. SMITH and PATRICK A. NIELSON certify that:     

            1. They are the President and Secretary, respectively, of Blue Goose
Growers, Inc., a California corporation.                                        

            2. Article FIVE of the Articles of Incorporation of this corporation
is added as follows:                                                            

         "FIVE: 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 California law."                               

        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 shareholders in accordance with Section 902 of the     
California Corporations Code. The total number of outstanding shares is 100. The
number of shares voting in favor of the amendment equalled 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 knowledge.                                                   

Dated as of the 11th day of June, 1990.                 

          /s/ David R. Smith
                               -------------------------------
              David R. Smith

              /s/ Patrick A. Nielson
                               -------------------------------
                  Patrick A. Nielson

EX-3.1(N)
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CERTIFICATE OF AMENDMENT
OF
 ARTICLES OF INCORPORATION
OF
BLUE GOOSE GROWERS, INC.  
a California corporation

DAVID R. SMITH and PATRICK A. NIELSON certify that:     

            1. They are the President and Secretary, respectively, of BLUE GOOSE
GROWERS, INC., a California corporation.                                        

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

"The name of this corporation is "DOLE CITRUS".         

        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 shareholders in accordance with Section 902 of the     
California Corporation Code. The total number of outstanding shares is 100. The 
number of shares voting in favor of the amendment equalled 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 knowledge.                                                   

Dated as of the 15th day of February, 1991.             

          /s/ David R. Smith
                               -------------------------------
              David R. Smith
         President

              /s/ Patrick A. Nielson
                               -------------------------------
                  Patrick A. Nielson
         Secretary