Exhibit 3.1
Amendments to the By-Laws of Northland Cranberries, Inc.
1. Effective April 11, 1997, Section 4.06 of the Company's By-laws was
amended to read in its entirety as follows:
4.06 Chairman of the Board. The Chairman of the Board, if
one be chosen by the Board of Directors, shall preside at all
meetings of the Board of Directors and of the shareholders and
shall perform all duties incident to the office of the Chairman
of the Board of the corporation and such other duties as may be
prescribed by the Board of Directors from time to time.
2. Effective April 11, 1997, Section 4.07 of the Company's By-laws was
renumbered Section 4.10, and a new section 4.07 was added to read in
its entirety as follows:
4.07 Chief Executive Officer. The Board of Directors shall
from time to time designate the Chairman of the Board, if any,
or the President of the corporation as the Chief Executive
Officer of the corporation. The President shall be the Chief
Executive Officer whenever the office of Chairman of the Board
of the corporation is vacant. Subject to the control of the
Board of Directors, the Chief Executive Officer shall in general
supervise and control all of the business and affairs of the
corporation. He or she shall have authority, subject to such
rules as may be prescribed by the Board of Directors, to appoint
and remove such agents and employees of the corporation as he or
she shall deem necessary to prescribe their powers, duties and
compensation, and to delegate authority to them. He or she
shall have authority to sign, execute and acknowledge, on behalf
of the corporation, all deeds, mortgages, securities, contracts,
leases, reports, and all other documents or other instruments
necessary or proper to be executed in the course of the
corporation's regular business, or which shall be authorized by
resolution of the Board of Directors; and, except as otherwise
provided by law or the Board of Directors, he or she may
authorize any elected President, Vice President or other officer
or agent of the corporation to sign, execute and acknowledge
such documents or instruments in his or her place and stead. In
general, he or she shall perform all duties incident to the
office of Chief Executive Officer of the corporation and such
other duties as may be prescribed by the Board of Directors from
time to time.
3. Effective April 11, 1997, Section 4.08 of the Company's By-laws was
renumbered Section 4.11, and a new Section 4.08 was added to read in
its entirety as follows:
4.08 President. Unless the Board of Directors otherwise
provides, in the absence of the Chairman of the Board or in the
event of his or her inability or refusal to act, or in the event
of a vacancy in the office of the Chairman of the Board, the
President shall perform the duties of the Chairman of the Board,
and when so acting shall have all the powers of and be subject
to all the restrictions upon the Chairman of the Board. Unless
the Board of Directors otherwise provides, in the absence of the
Chief Executive Officer or in the event of his or her inability
or refusal to act, or in the event of a vacancy in the office of
the Chief Executive Officer, the President shall perform the
duties of the Chief Executive Officer, and when so acting shall
have all the powers of and be subject to all the restrictions
upon the Chief Executive Officer. The President shall have
authority, subject to such rules as may be prescribed by the
Board of Directors, to appoint such agents and employees of the
corporation as he or she shall deem necessary, to prescribe
their powers, duties and compensation, and to delegate authority
to them. He or she shall have authority to sign, execute and
acknowledge, on behalf of the corporation, all deeds, mortgages,
bonds, stock certificates, contracts, leases, reports and all
other documents or instruments necessary or proper to be
executed in the course of the corporation's regular business, or
which shall be authorized by resolution of the Board of
Directors; and, except as otherwise provided by law or the Board
of Directors, he or she may authorize any Vice President or
other officer or agent of the corporation to sign, execute and
acknowledge such documents or instruments in his or her place
and stead. In general he or she shall perform all duties
incident to the office of the President and such other duties as
may be prescribed by the Board of Directors from time to time.
4. Effective Aprill 11, 1997, Section 4.09 of the Company's By-laws was
renumbered Section 4.12, and a new Section 4.09 was added to read in
its entirety as follows:
4.09 Chief Operating Officer. The Chief Operating Officer
shall, subject to the direction of the Board of Directors and
the Chief Executive Officer, in general supervise and control
the day-to-day business operations of the corporation. He or
she shall have authority, subject to such rules as may be
prescribed by the Board of Directors, to sign, execute and
acknowledge, on behalf of the corporation, all deeds, mortgages,
bonds, stock certificates, contracts, leases, reports and all
other documents or instruments necessary or proper to be
executed in the course of the corporation's regular business, or
which shall be authorized by resolution of the Board of
Directors; and, except as otherwise provided by law or the Board
of Directors, he or she may authorize any Vice President or
other officer or agent of the corporation to sign, execute and
acknowledge such documents or instruments in his or her place
and stead. In general he or she shall perform all duties
incident to the office of the Chief Operating Officer and such
other duties as may be prescribed by the Board of Directors from
time to time.
5. Effective April 11, 1997, Section 4.10 and 4.11 of the Company's By-
laws as in effect prior to the foregoing amendments were renumbered
Section 4.13 and 4.14. These Sections were not otherwise affected
by these amendments.