Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Annual Report 24 142K
2: EX-3.1 Articles of Incorporation/Organization or By-Laws 9 26K
3: EX-4.2 Instrument Defining the Rights of Security Holders 3 17K
4: EX-4.3 Instrument Defining the Rights of Security Holders 10 40K
5: EX-4.7 Instrument Defining the Rights of Security Holders 17 65K
6: EX-13 Annual or Quarterly Report to Security Holders 33± 155K
7: EX-21 Subsidiaries of the Registrant 4 15K
8: EX-23 Consent of Experts or Counsel 1 7K
9: EX-27 Financial Data Schedule (Pre-XBRL) 2 10K
EX-3.1 — Articles of Incorporation/Organization or By-Laws
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ARTICLES OF ASSOCIATION
OF
DOLE FOOD COMPANY, INC.
We, the undersigned, do hereby associate ourselves for the purpose of
forming a corporation under the laws of the Hawaiian Islands, the several
signers being the present owners of the business of the co-partnership hitherto
known by the name of "CASTLE & COOKE," and for the purpose of such incorporation
we do hereby adopt and agree to the following articles.
FIRST: The name of the corporation shall be DOLE FOOD COMPANY, INC.
SECOND: The location of the principal office of the corporation shall
be at Honolulu, Island of Oahu, Territory of Hawaii. The corporation
may have such other offices within and without the Territory of Hawaii
as its business may from time to time require.
THIRD: The purposes for which the corporation is organized and its
powers in connection therewith are as follows:
(a) to conduct, carry on and engage in all manner of commerce and
trade, foreign and domestic;
(b) to engage in the business of merchants, commission merchants,
brokers, factors and agents, buying and selling, exporting and
importing, and generally dealing in all kinds of merchandise and
produce by wholesale, jobbing, or retail, either foreign or domestic;
(c) to manage, act as agents, factors or trustees for estates,
plantations, factories, persons and companies, including insurance
companies of all kinds, foreign and domestic;
(d) to engage in agricultural, manufacturing and mercantile pursuits in
the Territory of Hawaii, or elsewhere;
(e) to loan and make advances to plantations and planters in all
branches of agricultural business, and for the purpose of manufacturing
Hawaiian products of whatever nature and kind of raw materials as may
be from time to time imported for planting or other purposes;
(f) to purchase, own, either in whole or in part, and to own a share
of shares therein, lease, operate, charter, exchange and sell ships and
vessels of all kinds and to act as agents for transportation companies
of all kinds;
(g) to buy, take leases of, or otherwise acquire, hold, own, use,
improve, develop, cultivate, grant, bargain, sell, convey, lease,
mortgage or otherwise dispose of, and in every other manner deal in and
with real property and interests and rights therein, including
easements and licenses and water rights and privileges;
(h) 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 capital stock and
obligations of public or private corporations, and options for the
purchase of any of the foregoing;
(i) to acquire, construct, lease, own, maintain and operate pumping
plants, irrigation systems and other works for the development,
conservation, storage, transmission and utilization of water, including
artesian wells, shafts, tunnels, pipe lines, ditches, flumes, dams,
reservoirs and other works, and to do all of the things incidental to
or proper in the business of acquiring water for its own use and of
supplying water to others for compensation or otherwise;
(j) to enter into partnership with any other corporation for the
carrying on through such partnership of any business the objects of
which are the same as or are germane, in whole or in part, to the
objects and business of this corporation;
(k) to sell, convey, lease, exchange or otherwise dispose of, either
for cash or on credit, all or any part of the business, property or
assets of the corporation and to accept in payment therefor money or
other property or assets;
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(l) to assist or maintain or support such social, charitable,
benevolent, educational, religious or other institutions or objects as
the board of directors deems useful or beneficial for the corporation,
directly or indirectly;
(m) to engage in research of all kinds, either for itself or for
others; to develop or assist in the development of patents, inventions,
improvements, machines, or agricultural or scientific processes; to
own, lease, or otherwise acquire, use, or dispose of laboratories,
factories or workshops for experimental, manufacturing, and development
purposes;
(n) to act as agent for the purchase, sale, lease, hire and handling of
agricultural and other machinery, implements and equipment, and in
general to act as agent for manufacturing, merchandising and jobbing
companies or firms, and to exercise any of the powers mentioned in
these articles for the account of the corporation and/or as factor,
agent, consignee, broker, contractor, attorney, commission agent or
otherwise for or on behalf of any person, firm, association or
corporation;
(o) 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 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;
(p) 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 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;
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(q) 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;
(r) 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;
(s) 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;
(t) 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;
(u) to effect any of the purposes mentioned in these articles and to
exercise any powers so mentioned either directly or through the medium
of the acquisition and ownership of shares of stock of any other
corporation or association and holding and voting the same or otherwise
exercising and enjoying the rights and advantages incidental to such
shares of stock, and if deemed desirable to operate wholly or partially
as a holding company through the acquisition and ownership of shares of
stock of any other corporation or association, whether or not such
shares of stock so acquired or owned by this corporation shall give to
this corporation control of such other corporation or association;
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(v) to carry on any other lawful business whatsoever which may seem to
the corporation capable of being carried on in connection with the
foregoing purposes and powers, or calculated directly or indirectly to
promote the interest of the corporation or to enhance the value of its
properties, and to have, enjoy and exercise all rights, powers and
privileges which are now or which may hereafter be conferred upon
similar corporations organized under the laws of Hawaii;
(w) to carry out the foregoing purposes and to exercise the foregoing
powers or any thereof in the Territory of Hawaii and/or elsewhere in
the world.
The foregoing clauses shall each be construed as purposes and powers,
and the matters expressed in each clause or any part of any clause
shall be in no ways limited by reference to or interference from any
other clause or any other part of the same clause but shall be regarded
as independent purposes and powers and the enumeration of specific
purposes and powers shall not be construed to limit or restrict in any
manner the meaning of the general purposes and powers of the
corporation, nor shall the expression of one thing be deemed to exclude
another, although it be of like nature, not expressed.
FOURTH: In accordance with the laws of the Territory of Hawaii and
applicable to corporations formed thereunder, the corporation shall be
entitled to and shall have power:
(a) to have succession and corporate existence perpetually;
(b) to sue and be sued in any court;
(c) to make and use a common seal, and alter the same at its pleasure;
(d) to hold, purchase and convey such property as the purposes of the
corporation shall require, without limit as to amount, and to mortgage,
pledge and hypothecate the same to secure any debt of the corporation;
(e) to appoint such subordinate officers and agents as the business of
the corporation shall require;
(f) to make by-laws not in conflict with law or these articles of
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association; and may possess and exercise any and all powers, not
inconsistent with law, reasonably incidental to the fulfillment of its
purposes as set forth in these articles of association, or reasonably
incidental to the exercise of its powers set forth therein.
FIFTH:
(a) The amount of capital stock of the corporation shall be eighty
million (80,000,000) shares of common stock without par value and
thirty million (30,000,000) shares of preferred stock without par
value.
(b) No holder of the shares of stock of any class of the corporation
shall have any preemptive or preferential right of subscription for or
to purchase any shares of any class of stock or other securities of the
corporation, whether now or hereafter authorized.
(c) In connection with any offering to stockholders, or with any stock
dividend, or with any other change in the capitalization of the
corporation, or with any merger or consolidation, the board of
directors may provide for the issuance of fractional shares of the
capital stock of the corporation, or the board of directors may provide
that no fractional shares shall be issued in connection therewith and
that the issuance of fractional shares may be avoided by the sale of
shares representing fractions or by the issuance of scrip or in such
other manner as may be approved by the board of directors. The
stockholders shall not have the right to split whole shares into
fractions or to split fractions.
(d) The board of directors is authorized to provide for the issuance
from time to time of authorized but unissued shares of the capital
stock of the corporation and to determine and approve the consideration
for which such shares shall be issued, the portion if any of such
consideration which shall be paid-in surplus, and the other terms and
conditions of the offering.
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(e) The board of directors is authorized to provide for the issuance
from time to time of authorized but unissued shares of preferred stock
of the corporation, and to divide authorized and unissued shares of
preferred stock into series and issue any such series, and to fix the
terms, preferences, voting powers, restrictions and qualifications of
the preferred stock or any series of the preferred stock.
Notwithstanding the provisions of Section 415-18 of Hawaii Revised
Statutes, the board of directors is authorized (i) to provide for the
issuance from time to time of authorized but unissued shares of capital
stock of any class or any series of any class as and for a stock
dividend or dividends on shares of the same class or series or any
other class or any other series of any class and (ii) to determine
whether any of the capital stock of any class or any series of any
class shall be exchangeable for or convertible into shares of the same
class or series or any other class or any other series of any class,
and to fix, before issuance, the terms and conditions with or without
limitations on which the capital stock of any class or any series of
any class shall be so exchangeable or convertible.
(f) Part IX of Chapter 416, Hawaii Revised Statutes relating to Control
Share Acquisitions as amended from time to time, and such Part, as
transferred to the Hawaii Business Corporation Act by amendment to Act
167, Session Laws of Hawaii 1983, as redesignated and as amended from
time to time, shall not apply to any acquisition of shares of stock of
any class of the corporation.
SIXTH: There shall be a board of directors of the corporation to
consist of not less than five nor more than twenty members, who shall
be elected at such times, in such manner, and for such terms as may be
prescribed by the by-laws, which also may provide for the filling of
vacancies and temporary vacancies. The directors need not be
stockholders 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 stockholders, and
to any limitations which may be set forth in statutory provisions, in
these articles of association and in the by-laws of the corporation.
The board of directors may create and authorize the operation of any
division or divisions of the corporation, and the board of directors
may determine the name under which any division shall operate and may
determine the property of the division and may provide that the
management of the business and property of the
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division be vested in and delegated to a board of directors of the
division, and may provide that the division shall have its own officers
and agents and employees and may establish other provisions with regard
to the division, all upon such terms and conditions as may be approved
by the board of directors. There may be an executive committee of the
board of directors as provided for in the by-laws.
SEVENTH: The board of directors shall elect each year a president, one
or more vice presidents, a secretary, a treasurer and a controller, and
from time to time such other officers as the conduct of the business of
the corporation may require. The president and at least one vice
president shall be elected from among the directors. Additional vice
presidents, if any, the secretary, the treasurer, the controller, and
such other officers as may be elected may or may not be directors. No
officer need be a stockholder.
EIGHTH: An auditor shall be elected annually by the stockholders. The
auditor may be an individual, partnership or corporation. The auditor
shall not be an officer of the corporation.
NINTH: No stockholder shall be liable for the debts of the corporation
beyond such amount as may be due and unpaid upon the share or shares
held by him.
TENTH: Service of process may be made upon any officer of the
corporation.
ELEVENTH: In the absence of fraud, no contract or other transaction
between the corporation and any other corporation, and no act of the
corporation, shall in any way be affected or invalidated by the fact
that any of the directors of the corporation are pecuniarily or
otherwise interested in, or are directors or officers of, such other
corporation; and any director of the corporation who is also a director
or officer of such other corporation or who is so interested may be
counted in determining the existence of a quorum at any meeting of the
board of directors of the corporation which shall authorize or approve
any such contract or transaction or act and may vote thereat to
authorize or approve any such contract, transaction or act with like
force and effect as if he were not such director or officer of such
other corporation or not so interested.
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IN WITNESS WHEREOF, the incorporators have hereunto set their hands
this 28th day of December, 1894.
(Sig.) MARY CASTLE
Mary Castle
(Sig.) JOSEPH B. ATHERTON
Joseph B. Atherton
(Sig.) GEO. P. CASTLE
Geo. P. Castle
(Sig.) WILLIAM A. BOWEN
William A. Bowen
(Sig.) E. D. TENNEY
E. D. Tenney
HAWAIIAN ISLANDS )ss
ISLAND OF OAHU )
On this 28th day of December, 1894, personally appeared before me MARY
CASTLE, JOSEPH B. ATHERTON, GEO. P. CASTLE, WILLIAM A. BOWEN AND E. D. TENNEY,
to me known to be the persons described in and who executed the foregoing
instrument and acknowledged that they executed the same freely and voluntarily
for the uses and purposes therein set forth.
W. R. Castle,
Notary Public
(SEAL)
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