Exhibit 3.1 (BE)
ARTICLES OF INCORPORATION
OF
WAIALUA SUGAR COMPANY, INC.
----------
ADOPTED JANUARY 12, 1968
----------
THESE ARTICLES OF INCORPORATION, made and entered into this 12th day of
January, 1968, by and between ▇. ▇. ▇▇▇▇, ▇. ▇. ▇▇▇▇▇▇▇ and ▇. ▇. ▇▇▇▇▇, ▇▇.,
all residents of the City and County of Honolulu, State of Hawaii, United States
of America;
W I T N E S S E T H :
That the parties hereto, desiring to become incorporated as a corporation
in accordance with the laws of the State of Hawaii, and to obtain the rights and
benefits conferred by said laws upon corporations, do hereby associate
themselves together and unite and form a corporation, and do make and enter into
the following Articles of Incorporation, the terms whereof it is agreed shall be
equally obligatory upon the parties signing this instrument and upon all the
parties who from time to time may hold stock in the corporation:
FIRST: The name of the corporation shall be "WAIALUA SUGAR COMPANY, INC."
SECOND: The location of the principal office of the corporation shall
be at Honolulu, Island of Oahu, State of Hawaii. The mailing address of the
initial office of the corporation shall be ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇ ▇▇▇▇▇. The corporation may have such other offices within and without the
State 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 engage in agricultural, manufacturing and mercantile pursuits
in the District of Waialua, Island of Oahu, and elsewhere, and to do all
things necessary or convenient in connection therewith, including the
planting, raising, cultivating, buying, selling or otherwise acquiring or
disposing of sugar cane and other agricultural products and by-products,
and the manufacturing, canning, processing, buying, selling, or otherwise
acquiring or disposing of sugar and other agricultural products and
by-products;
(b) to purchase, lease, acquire, construct, maintain and operate
▇▇▇▇▇, factories, boilinghouses, sugar works, canneries, packing plants,
and all
[1]
machinery, equipment and appliances which may be used for the aforesaid
purposes;
(c) 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 any interests and rights therein, including easements and
licenses and water rights and privileges;
(d) to operate farms, cattle and other ranches, slaughterhouses,
cold storage plants, ▇▇▇▇▇, dairies, orchards and gardens, and to
cultivate, produce, manufacture, buy and sell at wholesale and retail, and
otherwise deal in and with the products and by-products of any and all
thereof;
(e) to acquire, construct, lease, own, maintain and operate ▇▇▇▇▇,
factories, railroads, motor vehicles, airplanes, ships, lighters, docks,
piers, warehouses and storage and shipping facilities and other buildings,
structures and works of all kinds, and wireless plants, instruments and
apparatus, and all machinery, equipment and appliances which may be used
in connection therewith, for making, storing, maintaining and transporting
its crops, supplies, products and by-products, and other property and for
other purposes incidental to any of its business, and also for
maintaining, storing and transporting the property of others and
transporting passengers by land, water or air for compensation or
otherwise, and for the transmission of messages for itself or for others
for compensation or otherwise;
(f) 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 ▇▇▇▇▇, 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;
(g) to generate electric current and power for its own use and for
supplying to others for compensation or otherwise, and to maintain and use
all appropriate plants and systems and their appurtenances for the
manufacture, transmission and delivery or use thereof;
(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 the capital stock and obligations of
[2]
public or private corporations, and options for the purchase of any of the
foregoing;
(i) 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;
(j) 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;
(k) 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;
(l) 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;
(m) 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 stocks,
warrants, notes or other obligations without any such security;
(n) to draw, make, accept, endorse, guarantee, execute and issue
promissory notes, bills of exchange, drafts, warrants of all kinds,
obligations and
[3]
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;
(o) 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;
(p) to assist to 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;
(q) 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;
(r) 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;
(s) 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 the rights, powers and
privileges which are now or which may hereafter be conferred upon similar
corporations organized under the laws of Hawaii;
(t) to carry out the foregoing purposes and to exercise the
foregoing powers or any thereof in the State 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
wise limited by reference to or inference from any other clause or any other
part of the same clause but
[4]
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 State of Hawaii made 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 ▇▇▇ 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
incorporation;
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 incorporation, or reasonably incidental to the exercise of its
powers as set forth herein.
FIFTH: The amount of the capital stock of the corporation shall be ONE
THOUSAND DOLLARS ($1,000). The number of shares of stock that the corporation is
authorized to issue shall be 100 shares, all of said shares being of the same
class. The aggregate par value of all of said shares shall be ONE THOUSAND
DOLLARS ($1,000) and the par value of each of said shares shall be TEN DOLLARS
($10.00). The privilege of subsequent extension of the authorized capital stock
of the corporation is reserved, up to a limit of TEN MILLION DOLLARS
($10,000,000.00).
SIXTH: There shall be a board of directors of the corporation to consist
of not less than five nor more than fifteen members, who shall be elected
annually by the stockholders 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 incorporation, and in the by-laws of the
[5]
corporation. 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 and a treasurer, 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, 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 amounts 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 or 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.
TWELFTH: The names and street addresses of the persons who are to act as
the initial directors and officers of the corporation are as follows:
Directors
NAMES STREET ADDRESSES
▇. ▇. ▇▇▇▇▇.............. ▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇
▇. ▇. ▇▇▇▇............... ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
A. L. Castle............. ▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
▇. ▇. ▇▇▇▇▇▇............. ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇...... ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
▇. ▇. ▇▇▇▇▇▇▇............ 68 - ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇
H. J. W. ▇▇▇▇▇▇.......... 67 - ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇
H. W. B. White........... ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
[6]
Officers
NAMES OFFICES STREET ADDRESSES
▇. ▇. ▇▇▇▇........ President ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
H. J. W. ▇▇▇▇▇▇... Vice President 67 - ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇
▇. ▇. ▇▇▇▇▇▇...... Vice President ▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇
▇. ▇. ▇▇▇▇▇, ▇▇... Treasurer ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇..... Controller ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
▇. ▇. ▇▇▇▇▇▇▇..... Secretary and Assistant ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
▇. ▇. ▇▇▇▇........ Assistant Treasurer ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇
▇. ▇. ▇▇▇▇▇▇▇▇▇▇.. Assistant Secretary ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇ - ▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇
▇. ▇. ▇▇▇▇▇▇▇▇.... Assistant Secretary ▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇
IN WITNESS WHEREOF, said parties have hereunto set their hands the day and
year first above written.
/s/ ▇. ▇. ▇▇▇▇
▇. ▇. ▇▇▇▇
/s/ ▇. ▇. ▇▇▇▇▇▇▇
▇. ▇. ▇▇▇▇▇▇▇
/s/ ▇. ▇. ▇▇▇▇▇, ▇▇.
▇. ▇. ▇▇▇▇▇, ▇▇.
STATE OF HAWAII }
}ss.
CITY AND COUNTY OF HONOLULU }
On this 12th day of January, 1968, before me personally appeared ▇. ▇.
▇▇▇▇, ▇. ▇. ▇▇▇▇▇▇▇ and ▇. ▇. ▇▇▇▇▇, ▇▇., to me known to be the persons
described in and who executed the foregoing instrument, and acknowledged that
they executed the same as their free act and deed.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇
Notary Public, First Circuit,
State of Hawaii
My Commission expires: 7/15/70
(Seal)
[7]
FILING FEE - $10.00 PROFIT
DISHONORED CHECK - $7.50
STATE OF HAWAII
DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS
BUSINESS REGISTRATION DIVISION
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
MAILING ADDRESS: ▇.▇. ▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
In the Matter of the Amendment of ) DEPARTMENT OF COMMERCE
the Articles of Incorporation ) AND CONSUMER AFFAIRS
of ) STATE OF HAWAII
WAIALUA SUGAR COMPANY, INC. ) FILED ON
) MARCH 12, 1986
CERTIFICATE OF AMENDMENT
The undersigned duly authorized officers of WAIALUA SUGAR COMPANY, INC., a
Hawaii corporation, do hereby certify as follows:
(line out inapplicable statement)
A. That at a special meeting of the stockholders of said corporation
duly called for the purpose of amending the Articles of
Incorporation and held at Honolulu, Hawaii on the 17th day of
January, 1986, it was voted by the holders of 100 shares out of 100
shares outstanding, and having voting power, to amend the Articles
of Incorporation as set forth in the exhibit attached hereto and
made a part of this Certificate.
**B. That all of the stockholders of the corporation entitled to vote
have consented in writing in lieu of a meeting, to amend the
Articles of Incorporation as set forth in the exhibit attached
hereto and made a part of this Certificate.**
IN WITNESS WHEREOF, the undersigned have hereunto set their hands this
24th day of January, 1986.
FILING FEE, CAPITAL $ $ 10. /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
-------- --------- ------------------------------
Office Held: President
CERTIFICATION COPIES $
-------- ---------
TOTAL $ /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
--------- ------------------------------
Office Held: Secretary
DC-7 ▇▇▇-▇▇▇▇-▇▇ (Fee)
Rev. 8/84
** Indicates which paragraph has been lined out.
STATE OF HAWAII )
) ss.
CITY & COUNTY OF HONOLULU )
▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇ being first duly sworn on oath depose and say
that they are the President and Secretary, respectively, of WAIALUA SUGAR
COMPANY, INC.; that as such officers they are duly authorized to sign the
foregoing Certificate of Amendment; and that they have read the said
Certificate, know the contents thereof, and that the same are true.
Subscribed and sworn to before me this /s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------
24th day of January, 1986. Office Held: President
/s/ ▇▇▇▇▇▇▇ Kadileawa
---------------------
Notary Public, State of Hawaii /s/ ▇▇▇▇▇ ▇▇▇▇▇▇
-----------------------------
My commission expires: March 22, 1986 Office Held: Secretary
(SEE REVERSE SIDE FOR INSTRUCTIONS)
DC-7 ▇▇▇-▇▇▇▇-▇▇ (Fee)
Rev. 8/84