REVISED BYLAWS OF
ALEXANDER & BALDWIN, INC.
(AS AMENDED EFFECTIVE FEBRUARY 22, 2001)
ARTICLE I
PRINCIPAL OFFICE, SEAL
SECTION 1. PRINCIPAL OFFICE. The principal office of the Corporation shall be
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in Honolulu, Hawaii; there may be such subordinate or branch offices in such
place or places within Hawaii or elsewhere as may be considered necessary or
requisite by the Board of Directors to transact the business of the
Corporation.
SECTION 2. SEAL. The Corporation shall have a corporate seal (and one or more
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duplicates thereof) of such form and device as the Board of Directors shall
determine.
ARTICLE II
STOCKHOLDERS
SECTION 1. ANNUAL MEETINGS. The annual meeting of the stockholders of the
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Corporation shall be held on such date and at such time and place as shall be
designated from time to time by the Board of Directors or the President. The
annual meeting shall be a general meeting and at such meeting any business
within the powers of the Corporation may be transacted without special notice
of such business, except as may be required by law, by the Articles of
Association, or by these Bylaws.
SECTION 2. SPECIAL MEETINGS. Special meetings of the stockholders may be held
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at any time. Such meetings shall be held upon the call of the Chairman of the
Board, if appointed, the President or a majority of the directors then in
office and shall not be held upon the call of any other person or persons
except as provided by Section 416-73, Hawaii Revised Statutes.
SECTION 3. NOTICES OF MEETINGS. Notices of every meeting of stockholders,
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whether annual or special, shall state the place, day, and hour of the meeting,
whether it is annual or special, and in the case of any special meeting, shall
state briefly the business proposed to be transacted thereat. Such notice
shall be given by mailing a written or printed copy thereof, postage prepaid,
not less than ten nor more than seventy days before the date assigned for the
meeting, to each stockholder entitled to vote at such meeting at his address
as it appears on the transfer books of the Corporation. Upon notice being
given in accordance with the provisions hereof, the failure of any stockholder
to receive actual notice of any meeting shall not, in any way, invalidate the
meeting or the proceedings thereat.
SECTION 4. QUORUM. At all meetings of stockholders the presence in person or
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by proxy of stockholders owning a majority of all of the shares of stock issued
and outstanding and entitled to vote at said meeting shall constitute a quorum,
and the action of the holders of a majority of the shares of stock present or
represented at any meeting at which a quorum is present, shall be valid and
binding upon the Corporation and its stockholders, except as otherwise provided
by law, by the Articles of Association, or by these Bylaws.
SECTION 5. VOTING, PROXIES. At any meeting of the stockholders, each
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stockholder, except where otherwise provided by the clauses and terms
applicable to the stock held by such stockholder, shall be entitled to vote in
person or by proxy appointed by an instrument in writing subscribed by such
stockholder or his duly authorized attorney and filed with the Secretary, and
shall have one vote for each share of voting stock registered in his name at
the close of business on such record date as may be fixed by the Board of
Directors. In the case of an adjourned meeting, unless otherwise provided by
the Board of Directors, the record date for the purpose of voting at such
adjourned meeting shall be the same as the original record date fixed for the
original meeting. When voting stock is transferred into the name of a pledgee
under a pledge agreement, the pledgor shall have the right to vote such stock
unless prior to the meeting the pledgee or his authorized representative shall
file with the Secretary written authorization from the pledgor authorizing
such pledgee to vote such stock. An executor, administrator, guardian, or
trustee may vote stock of the Corporation held by him in such capacity at all
meetings, in person or by proxy, whether or not such stock shall have been
transferred into his name on the books of the Corporation, but if such stock
shall have not been so transferred, he shall, if requested as a prerequisite
to so voting, file with the Secretary a certified copy of his letters as such
executor, administrator or guardian or evidence of his appointment or authority
as such trustee. If there be two or more executors, administrators, guardians,
or trustees, any one of them may vote the stock in person or by proxy. The
instrument appointing a proxy shall be signed by the appointer, or if such
appointer is a corporation, by the proper officers thereof, provided that
minor variations between such signature and the name of the appointer as it
appears upon the stock books of the Corporation, or in the case of a
corporation, failure to affix the corporate seal, shall not invalidate the
proxy and, provided further, that if a proxy is appointed by telecopy, telex,
datagram, cable or radiogram, the typewritten signature of the appointer shall
be sufficient. Unless expressly limited by its terms, every instrument
appointing a proxy shall continue in full force and effect until a written
revocation thereof shall be filed with the Secretary. It is expressly provided
that the provisions of Section 416-77 of the Corporation Law of Hawaii, Title
23 of Hawaii Revised Statutes, shall not be applicable to any annual or
special meeting of stockholders of the Corporation.
SECTION 6. ELECTION OF DIRECTORS. Unless otherwise specifically required by
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law (upon the demand of one or more shareholders or otherwise) or by the
Corporation's Articles of Association, there shall be no cumulative voting in
the election of directors.
SECTION 7. ACTION AT MEETINGS OF STOCKHOLDERS. No business may be transacted
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at an annual meeting of stockholders, other than business that is either
(a) specified in the notice of meeting (or any supplement thereto) given by or
at the direction of the Board of Directors, (b) otherwise properly brought
before the annual meeting by or at the direction of the Board of Directors or
(c) otherwise properly brought before the annual meeting by any stockholder of
the Corporation (i) who is a stockholder of record on the date of the giving of
the notice provided for in this Section 7 and on the record date for the
determination of stockholders entitled to vote at such annual meeting and
(ii) who complies with the notice procedures set forth in this Section 7.
In addition to any other applicable requirements, for business properly to be
brought before an annual meeting by a stockholder, such stockholder must have
given timely notice thereof in proper written form to the Chairman of the
Board, if any, the President, or the Secretary of the Corporation.
To be timely, a stockholder's notice must be delivered to or mailed and
received at the principal executive offices of the Corporation not less than
ninety (90) days nor more than one hundred twenty (120) days prior to the
anniversary date of the immediately preceding annual meeting of stockholders;
provided, however, that in the event that the annual meeting is called for a
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date that is not within thirty (30) days before or after such anniversary
date, notice by the stockholder in order to be timely must be so received not
later than the close of business on the tenth (10th) day following the day on
which such notice of the date of the annual meeting was mailed or such public
disclosure of the date of the annual meeting was made, whichever first occurs.
To be in proper written form, a stockholder's notice must set forth as to each
matter such stockholder proposes to bring before the annual meeting (i) a brief
description of the business desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting, (ii) the name
and record address of such stockholder, (iii) the class or series and number of
shares of capital stock of the Corporation which are owned beneficially or of
record by such stockholder, (iv) a description of all arrangements or
understandings between such stockholder and any other person or persons
(including their names) in connection with the proposal of such business by
such stockholder and any material interest of such stockholder in such business
and (v) a representation that such stockholder intends to appear in person or
by proxy at the annual meeting to bring such business before the meeting.
No business shall be conducted at the annual meeting of stockholders except
business brought before the annual meeting in accordance with the procedures
set forth in this Section 7, provided, however, that, once business has been
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brought properly before the annual meeting in accordance with such procedures,
nothing in this Section 7 shall be deemed to preclude discussion by any
stockholder of any such business. If the Chairman of an annual meeting
determines that business was not brought properly before the annual meeting in
accordance with the foregoing procedures, the Chairman shall declare to the
meeting that the business was not brought properly before the meeting and such
business shall not be transacted.
The business transacted at any special meeting of stockholders called in the
manner set forth in Article II, Section 2 hereof shall be confined to the
business stated in the notice of meeting, as determined by the person or
persons calling such meeting.
SECTION 8. ADJOURNMENT. Any meeting of stockholders, whether annual or
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special, and whether a quorum be present or not, may be adjourned from time to
time by the Chairman thereof, with the consent of the holders of a majority of
all of the shares of stock present or represented at such meeting, and entitled
to vote thereat, without notice other than the announcement at such meeting.
At any such adjourned meeting at which a quorum shall be present, any business
may be transacted which might have been transacted at the original meeting as
originally called and noticed.
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. NUMBER AND TERM OF OFFICE. The Board of Directors shall consist of
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not less than five directors, the exact number of directors to be determined
from time to time by resolution adopted by the affirmative vote of a majority
of the directors then in office. The Directors, except as otherwise in these
Bylaws provided, shall hold office until the annual meeting held next after
their election and until their respective successors, if any, shall have been
elected. The number of directors constituting the Board may be increased by
the Board of Directors from time to time during the period between annual
meetings.
No person shall be elected as a director at any annual meeting or special
meeting who has achieved the age of seventy-two years prior to such annual or
special meeting; provided, however, that this provision shall not be applicable
to any person who, prior to such annual or special meeting, has served as Chief
Executive Officer of the Corporation for a period of not less than five years.
Only persons who are nominated in accordance with the following procedures
shall be eligible for election as directors of the Corporation. Nominations of
persons for election to the Board of Directors may be made at any annual
meeting of stockholders, or at any special meeting of stockholders called in
the manner set forth in Article II, Section 2 hereof for the purpose of
electing directors, (a) by or on behalf of the Board of Directors or (b) by any
stockholder of the Corporation (i) who is a stockholder of record on the date
of the giving of the notice provided for in this Section 1 and on the record
date for the determination of stockholders entitled to vote at such meeting
and (ii) who complies with the notice procedures set forth in this Section 1.
In addition to any other applicable requirements, for a nomination to be made
by a stockholder, such stockholder must have given timely notice thereof in
proper written form to the Chairman of the Board, if any, the President, or
the Secretary of the Corporation.
To be timely, a stockholder's notice must be delivered to or mailed and
received at the principal executive offices of the Corporation (a) in the case
of an annual meeting, not less than sixty (60) days nor more than ninety (90)
days prior to the anniversary date of the immediately preceding annual meeting
of stockholders; provided, however, that in the event that the annual meeting
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is called for a date that is not within thirty (30) days before or after such
anniversary date, notice by the stockholder in order to be timely must be so
received not later than the close of business on the tenth (10th) day following
the day on which such notice of the date of the annual meeting was mailed or
such public disclosure of the date of the annual meeting was made, whichever
first occurs; and (b) in the case of a special meeting of stockholders called
in the manner set forth in Article II, Section 2 hereof for the purpose of
electing directors, not later than the close of business on the tenth (10th)
day following the day on which notice of the date of the special meeting was
mailed or public disclosure of the date of the special meeting was made,
whichever first occurs.
To be in proper written form, a stockholder's notice must set forth (a) as to
each person whom the stockholder proposes to nominate for election as a
director (i) the name, age, business address and residence address of the
person, (ii) the principal occupation or employment of the person, (iii) the
class or series and number of shares of capital stock of the Corporation which
are owned beneficially or of record by the person and (iv) any other informa-
tion relating to the person that would be required to be disclosed in a proxy
statement or other filings required to be made in connection with solicitations
of proxies for election of directors pursuant to Section 14 of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and
regulations promulgated thereunder; and (b) as to the stockholder giving the
notice (i) the name and record address of such stockholder, (ii) the class
or series and number of shares of capital stock of the Corporation which are
owned beneficially or of record by such stockholder, (iii) a description of all
arrangements or understandings between such stockholder and each proposed
nominee and any other person or persons (including their names) pursuant to
which the nomination(s) are to be made by such stockholder, (iv) a
representation that such stockholder intends to appear in person or by proxy at
the meeting to nominate the persons named in its notice and (v) any other
information relating to such stockholder that would be required to be disclosed
in a proxy statement or other filings required to be made in connection with
solicitations of proxies for election of directors pursuant to Section 14 of
the Exchange Act and the rules and regulations promulgated thereunder. Such
notice must be accompanied by a written consent of each proposed nominee to
being named as a nominee and to serve as a director if elected.
No person shall be eligible for election as a director of the Corporation
unless nominated in accordance with the procedures set forth in this Section 1.
If the Chairman of the meeting determines that a nomination was not made in
accordance with the foregoing procedures, the Chairman shall declare to the
meeting that the nomination was defective and such defective nomination shall
be disregarded.
The directors may, at any time upon the affirmative vote of a majority of the
directors then in office, be divided into two or three classes, designated
Class I, Class II and, if any, Class III. The aggregate number of directors to
be divided into classes shall be fixed by the affirmative vote of a majority of
the directors then in office, but shall not be less than five directors, or
such higher or lower number as may be permitted by the Articles of Association.
Each class shall consist, as nearly as may be possible, of one-half or
one-third, as the case may be, of the total number of directors constituting
the entire Board. Each initial director in Class I shall hold office until the
first annual meeting of stockholders following the director's election; each
initial director in Class II shall hold office until the second annual meeting
of stockholders following the director's election; and each initial director in
Class III, if any, shall hold office until the third annual meeting of
stockholders following the director's election. At each succeeding annual
meeting of stockholders, successors to the class of directors whose term
expires at that annual meeting shall be elected for a two- or three-year term,
as the case may be. If the number of directors is changed, any increase or
decrease shall be apportioned among the classes so as to maintain the number
of directors in each class as nearly equal as possible, and any additional
director of any class elected to fill a vacancy resulting from an increase in
such class shall hold office for a term that shall coincide with the remaining
term of that class, but in no case will a decrease in the number of directors
shorten the term of any incumbent director. A director shall hold office until
the annual meeting for the year in which the director's term expires and until
the director's successor shall be elected, subject, however, to prior death,
resignation, retirement, disqualification or removal from office. Any vacancy
on the Board of Directors shall be filled by resolution adopted by a majority
of the directors then in office. Any director elected to fill a vacancy not
resulting from an increase in the number of directors shall have the same
remaining term as that of the director's predecessor.
Notwithstanding the foregoing, whenever the holders of any one or more classes
or series of preferred stock issued by the Corporation shall have the right,
voting separately by class or series, to elect directors at an annual or
special meeting of stockholders, the election, term of office, filling of
vacancies and other features of such directorship shall be governed by the
terms of the Articles of Association applicable thereto, and such directors so
elected shall not be divided into classes pursuant to this Section unless
expressly provided by such terms.
SECTION 2. REMOVAL OF DIRECTORS. At any annual meeting or any special meeting
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of stockholders duly called in accordance with these Bylaws for the purpose,
any director may be removed from office only for cause by the affirmative vote
of the holders of a majority of all of the shares of capital stock of the
Corporation outstanding and entitled to vote, and another person may be elected
in his place to serve for the remainder of his term. In case any vacancy so
created shall not be filled by the stockholders at such meeting, such vacancy
may be filled by the Board of Directors.
In addition, any director may be removed for cause at any time by the
affirmative vote of a majority of the other directors then in office. Any
vacancy in the Board of Directors created pursuant to the preceding sentence
may be filled by the remaining directors as provided in Section 6 of this
Article III.
SECTION 3. REGISTRATION, MEETINGS, NOTICE.
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(a) Each director shall, upon election to such office, register with the
Corporation his mailing address.
(b) The Board of Directors shall, without any notice being given, hold a
meeting for the purpose of organization as soon as may be after each
annual meeting of stockholders.
(c) The Board of Directors may, in its discretion, schedule regular meetings
of the Board to be held at a stated time and place and no notice, written
or otherwise, of such meetings shall be required. The Board of Directors
may, in its discretion, alter the time and place for such regular meetings
from time to time.
(d) Special meetings of the Board of Directors may be called by the Chairman
of the Board of Directors, or in the absence of the Chairman, or if no
Chairman shall have been appointed, at the call of the President, and in
any case, at the call of any two Directors.
(e) The Secretary shall give notice of every special meeting of the Board of
Directors orally or by mailing or delivering a copy of the same to each
Director at his registered mailing address, not less than twenty-four
hours prior to any such meeting. Such notice shall constitute full legal
notice of any special meeting, whether actually received or not. No
special meeting and no business transacted at any such meeting shall be
invalidated or in any way affected by the failure of the Secretary to give
notice of such meeting to any director, or of any director to receive such
notice, if a quorum of the directors shall be present at such meeting.
SECTION 4. QUORUM, VOTING, ADJOURNMENT. A majority of the Board of Directors
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in office from time to time shall constitute a quorum for the transaction of
any business. The act of a majority of the directors present at a meeting at
which a quorum is present shall be the act of the Board of Directors, except as
otherwise provided in these Bylaws. In the absence of a quorum, the Chairman
or a majority of the Directors present may adjourn the meeting from time to
time without further notice until a quorum shall be had.
SECTION 5. ACTION WITHOUT A MEETING. Any action required or permitted to be
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taken by the Board of Directors or any committee thereof may be taken without
a meeting if all of the members of the Board of Directors or all of the members
of the committee, as the case may be, shall consent in writing to the action
taken or to be taken at any time before or after the intended effective date of
such action. Such consent shall be filed with the minutes of the meetings of
the Board of Directors or committee, as the case may be, and shall have the
same effect as a unanimous vote.
SECTION 6. PERMANENT VACANCIES. If any permanent vacancy shall occur in the
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Board of Directors through death, resignation, removal or other cause, the
remaining directors, by the affirmative vote of a majority of directors then
in office, may elect a successor director to hold office for the unexpired
portion of the term of the director whose place shall be vacant.
SECTION 7. TEMPORARY VACANCIES, SUBSTITUTE DIRECTORS. If any temporary
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vacancy shall occur in the Board of Directors through the absence, sickness or
disability of any director, the remaining directors, whether constituting a
majority or a minority of the whole Board, may by the affirmative vote of a
majority of such remaining directors appoint some person as a substitute
director, who shall be a director during such absence, sickness or disability
and until such director shall return to duty or the office of such director
shall become permanently vacant. The determination of the Board of Directors,
as shown on the minutes, of the fact of such absence, sickness or disability
shall be conclusive as to all persons and to the Corporation.
SECTION 8. EXPENSES AND FEES. By resolution of the Board of Directors, such
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compensation, fees and expenses as the Board may from time to time determine
shall be allowed and paid to directors for services on the Board of any
Committee created by the Board, provided that nothing herein contained shall
be construed to preclude any director from serving the Corporation in any other
capacity and receiving compensation therefor.
SECTION 9. COMMITTEES. The Board of Directors may create such committees
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(including an executive committee or committees) consisting of such members of
the Board of Directors as the Board of Directors may designate from time to
time. The authorities and powers of each committee shall be as prescribed
from time to time by the Board of Directors. Each committee may make its own
rules of procedure unless otherwise prescribed by the Board of Directors.
SECTION 10. ELECTION OF PERSONS TO FILL DIRECTORSHIPS ESTABLISHED DURING THE
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PERIOD BETWEEN ANNUAL MEETINGS. The election of persons to fill directorships
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established by the Board of Directors by an increase in the size of the Board
shall be either by (a) the affirmative vote of a majority of the directors
then in office or (b) a vote of stockholders at a special meeting of
stockholders called for such purpose. Persons elected to newly-established
directorships shall hold office until the annual meeting of stockholders held
next after their election and until their respective successors, if any,
shall have been elected.
SECTION 11. LIMITATIONS ON NUMBER OF DIRECTORS. The only limitation on the
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power and authority of the Board of Directors to determine the number of
directors is that there shall be not less than five directors. There shall be
no other limitations, whether numerical, based on percentage increase or
decrease in the number of directors, or otherwise, on the power and authority
of the Board of Directors to determine the number of directors.
ARTICLE IV
OFFICERS, MANAGEMENT AND AUDITOR
SECTION 1. APPOINTMENT, TERM, REMOVAL. The officers of the Corporation shall
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be the President, one or more vice presidents, the Secretary, the Treasurer,
the Controller and in addition thereto, in the discretion of the Board of
Directors, a Chairman of the Board, one or more assistant secretaries, one or
more assistant treasurers, and such other officers, with such duties, as the
Board of Directors shall from time to time determine. All officers shall be
appointed annually by the Board of Directors and, subject to removal as
hereinafter provided, shall serve until their respective successors shall have
been appointed. Any officer shall be subject to removal at any time, with or
without cause, by the affirmative vote of the majority of the whole Board. One
person may hold more than one office. The Board of Directors may, in its
discretion, appoint acting or temporary officers, and may appoint officers to
fill vacancies occurring for any reason whatsoever, and may, in its discretion,
from time to time limit or enlarge the duties and powers of any officer
appointed by it.
SECTION 2. CHAIRMAN OF THE BOARD. The Chairman of the Board, if appointed,
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shall preside at all meetings of the stockholders and the Board of Directors
unless otherwise prescribed by the Board. He shall also exercise such powers
and perform such other duties as may be assigned to him by the Articles of
Association or these Bylaws or by resolution of the Board of Directors.
SECTION 3. THE PRESIDENT. The President (in the absence of the Chairman of
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the Board, if appointed) shall preside at all of the meetings of the stock-
holders and Board of Directors. He shall be responsible for the general
management and supervision of the operations and affairs of the corporation
unless otherwise prescribed by the Board of Directors. He shall also exercise
such powers and perform such other duties as may be assigned to him by the
Articles of Association or these Bylaws or by resolution by the Board of
Directors.
SECTION 4. THE VICE PRESIDENT OR VICE PRESIDENTS. The Vice President or Vice
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Presidents shall, in such order as the Board of Directors shall determine,
perform all the duties and exercise all of the powers of the President provided
by these Bylaws or otherwise, during the absence or disability of the President
or whenever the office of President shall be vacant, and shall perform all
other duties assigned to him or them by the Board of Directors.
SECTION 5. THE SECRETARY. The Secretary shall attend all meetings of the
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stockholders, the Board of Directors, and, if created, the Executive Committee,
and shall have responsibility for preparation and custody of the minutes of
such meetings and for authenticating records of the Corporation. He shall give
notice, in conformity with these Bylaws, of meetings of stockholders and, where
required, of the Board of Directors. In the absence of the Chairman of the
Board of Directors and of the President and the Vice President or vice
presidents, if more than one, he shall have power to call such meetings and
shall preside thereat until a president pro tempore shall be chosen.
The Secretary shall keep, or cause to be kept, at the principal office of the
Corporation or at the office of the Corporation's stock transfer agent, a share
register, or a duplicate share register, showing the names of the stockholders
and their addresses, the number and classes of shares held by each, the number
and date of cancellation of every certificate surrendered for cancellation.
The Secretary shall perform all other duties incident to his office, or which
may be assigned to him by the Board of Directors or the President or the
Bylaws.
SECTION 6. THE TREASURER. The Treasurer shall have custody of all the funds,
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notes, bonds and other investments of the Corporation. He shall deposit or
cause to be deposited in the name of the Corporation all monies and other
valuable effects in such banks, trust companies, or other depositories as shall
from time to time be designated by the Board of Directors. He shall make such
disbursements as the regular course of the business of the Corporation may
require or the Board of Directors may order. He shall render to the President
and Directors, whenever they request it, an account of all of the transactions
as Treasurer, and shall have such other powers and perform such other duties as
may be prescribed by the Board of Directors or the President or the Bylaws.
SECTION 7. ASSISTANT SECRETARY AND ASSISTANT TREASURER. The Assistant
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Secretary or assistant secretaries and the Assistant Treasurer or assistant
treasurers, if appointed, shall, in such order as the Board of Directors may
determine, perform all of the duties and exercise all of the powers of the
Secretary and Treasurer, respectively, during the absence or disability of, and
in the event of a vacancy in the office of, the Secretary or Treasurer,
respectively, and shall perform all of the duties assigned to him or them by
the President, the Secretary in the case of assistant secretaries, the
Treasurer in the case of the assistant treasurers, or the Board of Directors.
SECTION 8. ABSENCE OF OFFICERS. In the absence or disability of the President
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and the Chairman of the Board, if appointed, and the Vice President or vice
presidents, if more than one, the duties of the President (other than the
calling of meetings of the stockholders and the Board of Directors) shall be
performed by such persons as may be designated for such purpose by the Board of
Directors. In the absence or disability of the Secretary and of the Assistant
Secretary or assistant secretaries, if more than one, or of the Treasurer and
the Assistant Treasurer or assistant treasurers, if more than one, the duties
of the Secretary or of the Treasurer, as the case may be, shall be performed by
such person or persons as may be designated for such purpose by the Board of
Directors.
SECTION 9. AUDITOR. The Auditor shall audit the books and accounts of the
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Corporation at such time or times as may be required by the Board of Directors,
but in any event not less often than annually, and shall certify his findings
and report thereon in writing to the stockholders. The Auditor shall make such
other audits, examinations and reports as the Board of Directors shall
determine from time to time.
SECTION 10. CONTROLLER. The Controller shall have custody of and supervise
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and control the keeping of the accounts and books of this Corporation, and
shall develop records and procedures for control of costs; maintain proper
tax records and supervise the preparation of tax returns, develop procedures
for internal auditing and maintain proper relationships with the external
auditors designated by the stockholders; administer programs relating to
capital expenditure and operating budgets, prepare the financial statements
of the Company, and perform such other duties as the President may from time
to time determine.
ARTICLE V
EXECUTION OF INSTRUMENTS
SECTION 1. PROPER OFFICERS. Except as hereinafter provided, or as required by
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law, all checks, drafts, notes, bonds, acceptances, deeds, leases, contracts,
bills of exchange, orders for the payment of money, licenses, endorsements,
stock powers, powers of attorney, proxies, waivers, consents, returns, reports,
applications, notices, mortgages, and other instruments or writings of any
nature which require execution on behalf of the Corporation, shall be signed or
endorsed by such person or persons and in such manner as the Board of Directors
may determine from time to time by resolution.
SECTION 2. FACSIMILE SIGNATURES. The Board of Directors may, from time to
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time, by resolution provide for the execution of any corporate instrument or
document, including, but not limited to, checks, warrants, drafts, and other
orders for the payment of money, by a mechanical device or machine or by the
use of facsimile signatures under such terms and conditions as shall be set
forth in such resolution.
ARTICLE VI
VOTING OF STOCK BY THE CORPORATION
In all cases where the Corporation owns, holds, or represents under power of
attorney or by proxy or in any other representative capacity shares of capital
stock of any corporation or shares or interests in business trusts,
co-partnerships, or other associations, such shares or interest shall be
represented or voted in person or by proxy by the Chairman of the Board (if
also Chief Executive Officer) or in the absence of the Chairman of the Board
(or if such person is not also Chief Executive Officer) by the President, or
in his absence by the Vice President, or if there be more than one vice
president present, then by such vice president as the Board of Directors shall
have designated as Executive Vice President, or failing any such designation,
by any vice president, or in the absence of any vice president, by the
Treasurer, or in his absence, by the Secretary; provided, however, that any
person specifically appointed by the Board of Directors for the purpose shall
have the right and authority to represent and vote such shares or interests
with precedence over all of the above-named.
ARTICLE VII
CAPITAL STOCK
SECTION 1. CERTIFICATES OF STOCK. The certificates of stock of each class
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shall be in such form and of such device as the Board of Directors may, from
time to time, determine. They shall be signed by the Chairman of the Board, if
appointed, or the President or a vice president and by the Treasurer or the
Secretary or an assistant treasurer or assistant secretary and shall bear the
corporate seal, provided, however, that the Board of Directors in its
discretion may provide that any certificate which shall be signed by a transfer
agent or by a registrar may be sealed with only the facsimile seal of the
Corporation and may be signed with only the facsimile signatures of the
officers above designated. In case any officer who has signed or whose
facsimile signature has been placed upon any certificate shall have ceased to
be such officer before such certificate is issued, such certificate may,
nevertheless, be issued with the same effect as if such officer had not ceased
to be such at the date of its issue. Certificates shall not be issued for nor
shall there be registered any transfer of any fraction of a share. In the
event that fractional parts of or interests in any share shall result in any
manner from any action by the stockholders or directors of the Corporation,
the Treasurer may sell the aggregate of such fractional interests under such
reasonable terms and conditions as the Treasurer shall determine subject,
however, to the control of the Board of Directors, and distribute the proceeds
thereof to the person or persons entitled thereto.
SECTION 2. HOLDER OF RECORD. The Corporation shall be entitled to treat the
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person whose name appears on the stock books of the Corporation as the owner of
any share, as the absolute owner thereof for all purposes, and shall not be
under any obligation to recognize any trust or equity or equitable claim to or
interest in such share, whether or not the Corporation shall have actual or
other notice thereof.
SECTION 3. TRANSFER OF STOCK. Transfer of stock may be made in any manner
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permitted by law, but no transfer shall be valid (except between the parties
thereto) until the transfer shall have been duly recorded in the stock books of
the Corporation and a new certificate issued. No transfer shall be entered in
the stock books of the Corporation, nor shall any new certificate be issued
until the old certificate, properly endorsed, shall be surrendered and
canceled.
SECTION 4. CLOSING OF TRANSFER BOOKS. The Board of Directors shall have power
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for any corporate purpose from time to time to close the stock transfer books
of the Corporation for a period not exceeding thirty consecutive business days,
provided, however, that in lieu of closing the stock transfer books as
aforesaid, the Board of Directors may fix a record date for the payment of any
dividend or for the allotment of rights or for the effective date of any
change, conversion or exchange of capital stock or in connection with obtaining
the consent of stockholders in any matter requiring their consent or for the
determination of the stockholders entitled to notice of or to vote at any
meeting of stockholders, and in any such case, only such stockholders as shall
be stockholders of record on the record date so fixed shall be entitled to the
rights, benefits and privileges incident to ownership of the shares of stock
for which such record date has been fixed, notwithstanding any transfer of
stock on the books of the corporation after such record date.
SECTION 5. LOST CERTIFICATES. The Board of Directors may, subject to such
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rules and regulations as it may adopt from time to time, order a new
certificate or certificates of stock to be issued in the place of any
certificate or certificates of stock of the Corporation alleged to have been
lost or destroyed, but in every such case, the owner of the lost or destroyed
certificate or certificates shall be required to file with the Board of
Directors or the stock transfer agent of the Corporation sworn evidence showing
the facts connected with such loss or destruction. The Board of Directors may,
in its discretion, further require that a notice or notices shall be published
not less than once each week for three consecutive weeks or for such other
length of time as the Board of Directors may provide in any special case in one
or more newspapers of general circulation, which notice shall describe the lost
or destroyed certificate, seek its recovery and warn all persons against
negotiating, transferring or accepting the same. Unless the Board of Directors
shall otherwise direct, the owner of the lost or destroyed certificate shall be
required to give to the Corporation a bond or undertaking in such sum, in such
form, and with such surety or sureties as the Board of Directors may approve,
to indemnify the Corporation against any loss, damage, or liability that the
Corporation may incur by reason of the issuance of a new certificate or
certificates. Nothing in this section contained shall impair the right of the
Board of Directors, in its discretion, to refuse to replace any allegedly lost
or destroyed certificate, save upon the order of the court having jurisdiction
in the matter.
SECTION 6. STOCK RIGHTS AND OPTIONS. The Corporation may create and issue,
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whether or not in connection with the issuance and sale of any of its shares or
other securities, rights or options entitling the holders thereof to purchase
from the Corporation shares of any class or classes. Such rights or options
shall be evidenced in such manner as the Board shall approve and, subject to
the provisions of the Articles of Association, shall set forth the terms upon
which, the time or times within which, and the price or prices at which, such
shares may be purchased from the Corporation upon the exercise of any right or
option. The documents evidencing such rights or options may include conditions
on the exercise of such rights or options, including conditions that preclude
the holder or holders, including any subsequent transferees, of at least a
specified percentage of the common stock of the Corporation from exercising
such rights or options. No approval by the stockholders of the Corporation
shall be required for the issuance of such rights or options to directors,
officers or employees of the Corporation or any subsidiary, or to the
stockholders.
SECTION 7. CONSIDERATION FOR SHARES. The Corporation may issue any share of
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stock, with or without par value, in consideration of any one or any combina-
tion of more than one of the following: money paid; labor done; services
actually rendered; debts or securities canceled; tangible or intangible
property actually received; amounts transferred to capital from any surplus
of the Corporation upon the issue of shares as a stock dividend; and such other
consideration as may be permitted by Chapter 416, Hawaii Revised Statutes.
Except as may be prohibited by Chapter 416, nothing herein is intended to
prohibit the issuance of shares of stock held as treasury shares by the
Corporation to any officer, director or employee of the Corporation pursuant to
any stock bonus plan or plans, in consideration of future services to be
performed by such officer, director or employee for the Corporation.
SECTION 8. VOTING RECORD. The officer or agent having charge of the
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Corporation's stock transfer books shall make a complete record of the
stockholders entitled to vote at any meeting of stockholders or adjournment
thereof, in accordance with the provisions of Section 415-31, Hawaii Revised
Statutes. Such record shall be produced and kept open at the time and place of
the stockholders' meeting and shall be subject to the inspection of any
stockholder during the whole time of the meeting for the purposes thereof, and
such record shall not be produced and kept open for such inspection at any
other time and place, or for copying at any time and place, except in either
case as may be required pursuant to Section 415-52, Hawaii Revised Statutes.
ARTICLE VIII
AMENDMENT
These Bylaws may be altered, amended or repealed from time to time by the Board
of Directors, subject to repeal or change by the affirmative vote of the
holders of a majority of all of the shares of capital stock of the Corporation
outstanding and entitled to vote.