BYLAWS
(Amended through May 13, 1996)
OF
CASTLE & COOKE, INC.
ARTICLE I
OFFICES AND SEAL
SECTION 1.01. PRINCIPAL OFFICE. The principal office of the
corporation shall be located at 10900 Wilshire Boulevard, Los Angeles,
California 90024. In addition to its principal office at Los Angeles aforesaid,
the corporation may maintain offices in such other place or places within or
without the State of Hawaii as may be from time to time designated by the Board
of Directors.
SECTION 1.02. CORPORATE SEAL. The corporation may have a corporate
seal in such form as may be determined by the board of directors.
ARTICLE II
SHAREHOLDERS' MEETINGS
SECTION 2.01. ANNUAL MEETING. Unless dispensed with by unanimous
written consent of shareholders in accordance with law and with Section 2.05 of
these Bylaws, the annual meeting of the shareholders shall be held at such place
and at such time as the President shall designate and if the President shall
fail to designate such date, then the annual meeting for that year shall be held
at such place and on such date as shall be fixed by the Board of Directors. At
the annual meeting the shareholders shall elect the directors to hold office
until the next annual meeting and thereafter until their successors shall be
duly elected and qualified and, subject to any requirements of law or of the
Articles of Incorporation or of these Bylaws with respect to notice, may
transact any other business which may be brought before the meeting and take any
other corporate action.
SECTION 2.02. SPECIAL MEETINGS. Special meetings of the shareholders
shall be called by the Secretary upon written request of the President, any
director of the corporation, or the holders of not less than one-tenth (1/10th)
of all the shares entitled to vote at the meeting, or upon the resolution of the
Board of Directors. At any special meeting such business shall be brought
before the shareholders and may be transacted as shall have been specified in
the notice of such meeting, but any other business may be transacted subject to
any requirements of law or of the Articles of Incorporation or of these Bylaws
with respect to notice. Special meetings of shareholders shall be held at such
place and at such times as shall be fixed by the Board of Directors.
SECTION 2.03. QUORUM. A majority of the shares entitled to vote,
represented in person or by proxy, shall
constitute a quorum for the transaction of business at any meeting of the
shareholders. If a quorum is present, the affirmative vote of the majority of
the shares represented at the meeting and entitled to vote on the subject matter
shall be the act of the shareholders and shall be valid and binding upon the
corporation, except as otherwise specifically provided by law, the Articles of
Incorporation, or these Bylaws. Each shareholder entitled to vote at any
meeting of the shareholders shall be entitled to one vote in person or by proxy
for each share registered in the name of such shareholder on the books of the
corporation.
SECTION 2.04. NOTICE OF MEETINGS. Written notice specifying the
place, day and hour of each shareholders' meeting, whether annual or special,
and if a special meeting the purpose or purposes for which the meeting is
called, shall be delivered not less than ten nor more than seventy days before
the date of the meeting, either personally or by mail, by or at the direction of
the President, the Secretary, or the officer or persons calling the meeting, to
each shareholder of record entitled to vote at such meeting. If mailed, such
notice shall be deemed to be delivered when deposited in the United States mail
addressed to the shareholder at the shareholder's address as it appears on the
stock transfer books of the corporation, with postage thereon prepaid. If
notice is given as aforesaid, non-receipt of such notice by any shareholder
shall not invalidate any business done at any meeting, either annual or special,
at which a quorum is present. The presence of any shareholder at any meeting
shall constitute a waiver of the requirement of giving of notice of said meeting
to such shareholder, except where a shareholder attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Any shareholder may, prior to, at
the meeting, or subsequent thereto, waive notice of any meeting in writing
signed by such shareholder or a duly authorized attorney-in-fact thereof.
SECTION 2.05. ACTION WITHOUT MEETING. Any action required or
permitted to be taken at a meeting of the shareholders may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the shareholders entitled to vote with respect to the subject
matter thereof. Such consent shall have the same effect as a unanimous vote of
shareholders.
SECTION 2.06. VOTING RECORD. The Treasurer, or such other officer or
agent of the corporation having charge of the stock transfer books of the
corporation, shall make a complete record of the shareholders entitled to vote
at any shareholders' meeting, whether annual or special, or any adjournment
thereof. Such record shall be arranged in alphabetical order, with the address
of and the number of shares held by each shareholder, and shall be produced and
kept open at the time and place of the meeting and shall be subject to the
inspection of any shareholder
during the whole time of the meeting for the purposes thereof. Failure to
comply with the requirements of this Section 2.06 shall not affect the validity
of any action taken at such meeting.
SECTION 2.07. PROXIES. At any meeting of the shareholders, a
shareholder may vote in person or by proxy executed in writing by the
shareholder or by his duly authorized attorney-in-fact. Such proxy shall be
filed with the Secretary of the corporation before or at the time of the
meeting. No proxy shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy.
ARTICLE III
DIRECTORS
SECTION 3.01. NUMBER AND QUALIFICATIONS. The initial Board of
Directors shall be composed of three (3) members. Before the annual meeting of
shareholders to be held in 1997, the directors are authorized to increase the
number of directors to seven (7) and to appoint directors to fill the vacancies
created by such increase in the size of the Board. Thereafter, the directors
shall be elected by the shareholders at their annual meeting. Each director
shall hold office until the next annual meeting and thereafter until the
successor of such director is duly elected or appointed and qualified, subject,
however, to removal by the shareholders.
SECTION 3.02. QUORUM. A majority of the number of directors fixed in
accordance with Section 3.01 of these Bylaws shall constitute a quorum for the
transaction of business at any meeting of the Board of Directors. The act of
the majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors.
SECTION 3.03. VACANCIES. In case of any vacancy or vacancies in the
Board of Directors, the remaining directors (although less than a quorum) may
fill the same by the affirmative vote of a majority of the remaining directors.
The director elected to fill such vacancy shall be elected for the unexpired
term of such director's predecessor in office. The determination by the Board
of Directors, as shown in the minutes, of the fact of any vacancy shall be
conclusive as to all persons and the corporation.
SECTION 3.04. REGULAR MEETINGS. The Board of Directors shall hold a
meeting immediately following the annual meeting of the shareholders. No notice
of such meeting need be given. Other regular meetings of the Board of Directors
may be held at such times as the business of the corporation shall require
according to resolutions of the Board of Directors. No notice of regular
meetings of the Board of Directors shall be required.
SECTION 3.05. SPECIAL MEETINGS. Special meetings of the Board of
Directors may be called by resolutions of the Board of Directors or upon the
call of the President or any director. Such special meetings shall be held at
such place and at such time as shall be fixed by the person or one of the
persons so authorized and calling such special meeting.
SECTION 3.06. NOTICE. Notice of the time and place of any meeting of
the Board of Directors for which notice is required shall be given to each
director by the Secretary or by the person or one of the persons calling the
meeting, not less than twenty-four hours before the date set for the meeting, by
advising each director by telephone, by word of mouth, or by leaving written
notice of such meeting with each director or at the residence or usual place of
business of each director, or by facsimile transmission, or by sending written
notice of such meeting by first-class mail, postage prepaid, not less than three
nor more than fifteen days before the meeting, to each director at such
director's last known address as it appears on the records of the corporation.
Non-receipt of any such notice shall not invalidate any business done at any
meeting at which a quorum is present. The presence of any director at any
meeting shall constitute a waiver of the requirement of giving of notice of said
meeting to such director, except where a director attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Any director or directors, whether
attending a meeting or not, may, prior to, at the meeting, or subsequent
thereto, waive notice of the meeting by written waiver signed by such director
or directors.
SECTION 3.07. TELEPHONE MEETINGS. Subject to the notice requirements
in Section 3.06 of these Bylaws, members of the Board of Directors or any
committee designated thereby may participate in a meeting of the Board of
Directors or of such committee by means of a conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other at the same time. Participation by such means shall
constitute presence in person at a meeting.
SECTION 3.08. ACTION WITHOUT MEETING. Any action required or
permitted to be taken at any meeting of the Board of Directors or any committee
designated thereby may be taken without a meeting if all the directors or all of
the members of the committee, as the case may be, sign a written consent setting
forth 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 Board of Directors or committee, as the case may be, and shall have the same
effect as a unanimous vote.
SECTION 3.09. REMOVAL OF DIRECTORS AND FILLING OF VACANCIES.
(a) At a meeting of shareholders called expressly for that
purpose, any director or the entire Board of Directors may be removed, with or
without cause, by the affirmative vote of the holders of a majority of the
shares then entitled to vote at an election of directors.
(b) The shareholders of the corporation may, at any special
meeting called for that purpose, decrease the number of directors and fill any
vacancies which may then exist in the Board of Directors, whether caused by
resignations, removals or otherwise, including temporary vacancies. No decrease
in the number of directors shall have the effect of shortening the term of any
incumbent director.
SECTION 3.10. POWERS OF DIRECTORS. Subject to any limitations
provided by law or set forth in the Articles of Incorporation or in these
Bylaws, the Board of Directors shall have full power to control and direct the
business and affairs of the corporation and to exercise all the powers and
perform all the acts which the corporation may legally exercise and perform.
SECTION 3.11. PRESUMPTION OF ASSENT. A director present at a meeting
of the Board of Directors at which action on any corporate matter is taken shall
be presumed to have assented to the action taken unless such director's dissent
shall be entered in the minutes of the meeting or unless such director shall
file a written dissent to such action with the secretary of the meeting before
the adjournment thereof or shall forward such dissent by registered mail to the
secretary of the corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in favor of such
action.
SECTION 3.12. EXECUTIVE AND OTHER COMMITTEES. The Board of
Directors, by resolution adopted by a majority of the full Board of Directors,
may designate from among its members an executive committee and one or more
other committees each of which, to the extent provided in such resolution, shall
have and may exercise all the authority of the Board of Directors, except as
limited by law, the Articles of Incorporation, or these Bylaws.
SECTION 3.13. NOMINATION OF DIRECTOR CANDIDATES. Nominations of
candidates for election to the Board of Directors of the corporation at any
meeting of the shareholders called for election of directors (an "Election
Meeting") may be made by the Board of Directors or by any shareholder entitled
to vote at such Election Meeting.
Nominations made by the Board of Directors shall be made at a meeting
of the Board of Directors, or by written consent of directors in lieu of a
meeting, not less than 30 days prior to the date of the Election Meeting. At
the request of the
secretary of the corporation, each person so nominated by the Board of Directors
shall provide the corporation with such information concerning himself as is
required, under the rules of the Securities and Exchange Commission, to be
included in the corporation's proxy statement soliciting proxies for his
election as a director.
Not less than 30 days prior to the date of an Election Meeting, any
shareholder who intends to make a nomination of a candidate for election to the
Board of Directors of the corporation at such Election Meeting shall deliver a
notice to the secretary of the corporation setting forth (i) the name, age,
business address and residence address of each such intended nominee, (ii) the
principal occupation or employment of each such intended nominee, (iii) the
number of shares of capital stock of the corporation which are beneficially
owned by each such intended nominee, and (iv) such other information concerning
each such intended nominee as would be required, under the rules of the
Securities and Exchange Commission, in a proxy statement soliciting proxies for
the election of each such nominee.
In the event that a person is validly designated as a nominee in
accordance with the procedures specified above and shall thereafter become
unable or unwilling to stand for election to the Board of Directors, the Board
of Directors or the shareholder who proposed such nominee, as the case may be,
may designate a substitute nominee.
If the chairman of the Election Meeting determines that a nomination
was not made in accordance with the foregoing procedures, such nomination shall
be void.
ARTICLE IV
OFFICERS
SECTION 4.01. GENERALLY. The officers of the corporation shall
consist of a Chief Executive Officer/President, one or more Vice Presidents, a
Treasurer and a Secretary and, at the discretion of the Board of Directors, a
Chairman of the Board. Any two or more offices may be held by the same
individual; provided that if there are two or more directors there shall be at
least two individuals as officers. The officers shall be appointed annually by
the Board of Directors at its first meeting after the annual or special meeting
of the shareholders at which the Board of Directors is elected and shall hold
office until the next annual meeting and thereafter until their successors shall
be duly appointed and qualified, subject, however, to removal by the Board of
Directors. The number of Vice Presidents may be changed from time to time by
the Board of Directors at any meeting or meetings thereof and, if increased at
any time, the additional Vice President or Vice Presidents shall be appointed by
the Board of Directors. There may also be one or more Assistant Vice
Presidents, Assistant Treasurers, Assistant Secretaries, and other subordinate
officers who shall be appointed by the Board of Directors and the number thereof
shall be determined from time to time by the Board of Directors.
SECTION 4.02. VACANCIES. Vacancies which may occur in any office
shall be filled by appointment by the Board of Directors for the remainder of
the term of such office.
SECTION 4.03. REMOVALS. Any officer or agent may be removed by the
Board of Directors whenever in its judgment the best interests of the
corporation will be served thereby, but such removal shall be without prejudice
to the contract rights, if any, of the person so removed. Election or
appointment of an officer or agent shall not of itself create such contract
rights.
SECTION 4.04. CHAIRMAN OF THE BOARD. The Chairman shall preside at
all meetings of the shareholders and Board of Directors at which the Chairman is
present, and shall perform such other duties and have such other powers as the
Board of Directors may prescribe.
SECTION 4.05. CHIEF EXECUTIVE OFFICER/PRESIDENT. The President shall
preside at all meetings of the Board of Directors and of the shareholders at
which the Chairman is absent. Subject to the control of the Board of Directors,
the President shall have general charge and care of the business and property of
the corporation, shall appoint and discharge employees and agents of the
corporation and determine their compensation, shall vote the stock of other
companies which is owned by the corporation and shall do and perform such
additional duties as may be prescribed by the Board of Directors. When
authorized by the Board of Directors so to do, the President may delegate to one
of the Vice Presidents the whole or any part of the general management and
care of the business and property of the corporation, including the employment
and discharge of agents and employees.
SECTION 4.06. VICE PRESIDENTS. It shall be the duty of the Vice
Presidents to assume and perform the duties of the President in the absence or
disability of the President or whenever the office of President is vacant. Each
Vice President shall do and perform such additional duties as may be prescribed
by the Board of Directors.
SECTION 4.07. TREASURER. The Treasurer shall be the financial and
accounting officer of the corporation. The Treasurer shall have custody of all
moneys, valuable papers and documents of the corporation, shall keep the same
for safekeeping in such depositories as may be designated by the Board of
Directors and shall expend the funds of the corporation as directed by the Board
of Directors. The Treasurer shall register and transfer stock of the
corporation under such regulations as may be prescribed by the Board of
Directors. The Treasurer shall keep or cause to be kept a book or books setting
forth a true record of the receipts and expenditures, assets and liabilities,
losses and gains of the corporation and shall, when and as required by the Board
of Directors, render a statement of the financial condition of the corporation.
If required to do so by the Board of Directors, the Treasurer shall give a bond
in such amount and with such surety as may be prescribed by the Board of
Directors for the faithful discharge of the duties of the office. The Treasurer
shall also do and perform such additional duties as may be prescribed by the
Board of Directors. In the absence or disability of the Treasurer, the duties
of the office shall be performed by the Secretary or by an Assistant Treasurer.
SECTION 4.08. SECRETARY. The Secretary shall be ex officio secretary
of the Board of Directors, shall give or cause to be given all required notices
of meetings of the shareholders and the Board of Directors, shall record the
proceedings of meetings of the shareholders and the Board of Directors in a book
or books to be kept for that purpose, and shall perform such other duties as may
be assigned from time to time by the Board of Directors and by the President.
The Secretary shall have custody of the seal of the corporation, if there is
one. In the absence or disability of the Secretary, the duties of the office
shall be performed by the Treasurer or by an Assistant Secretary.
SECTION 4.09. SUBORDINATE OFFICERS. The powers and duties of the
subordinate officers shall be as prescribed by the Board of Directors. In the
absence or disability of the Treasurer and Secretary, the Assistant Treasurer or
the Assistant Secretary may register and transfer stock of the corporation under
such regulations as may be prescribed by the Board of Directors.
ARTICLE V
EXECUTION OF INSTRUMENTS
SECTION 5.01. INSTRUMENTS IN GENERAL. All checks, dividend warrants,
and other orders for the payment of money, drafts, notes, bonds, acceptances,
contracts, deeds, leases, mortgages, agreements of sale, bills of lading, and
all other instruments except as otherwise provided in these Bylaws, shall be
signed by such person or persons as shall be provided by general or special
resolution of the Board of Directors. In the absence of any such general or
special resolution applicable to any instrument, such instrument shall be signed
by the President or any Vice President and by the Treasurer or the Secretary or
the Assistant Treasurer or the Assistant Secretary.
SECTION 5.02. FACSIMILE SIGNATURES. The Board of Directors may
provide for the execution of checks, stock certificates and other written
instruments by the printed, lithographed or engraved facsimile signature or
signatures of the person or persons authorized by the Board of Directors to sign
such instruments.
SECTION 5.03. SEAL. If the corporation has a seal, any officer or
subordinate officer of the corporation, and any other person authorized to do so
by the Board of Directors, may affix the seal of the corporation to any
instrument and may attest the same.
ARTICLE VI
CAPITAL STOCK
SECTION 6.01. SHARES REPRESENTED BY CERTIFICATES. Except in the case
of uncertificated shares, the President shall issue or cause to be issued to
each shareholder a certificate or certificates signed by the Chairman of the
Board, a Vice Chairman of the Board, the President, or a Vice President, and
countersigned by the Treasurer, the Secretary, an Assistant Treasurer, or an
Assistant Secretary, with the seal of the corporation (or a facsimile thereof)
thereto affixed, if the corporation has a seal. Each such certificate shall
state on its face that the corporation is organized under the laws of the State
of Hawaii, the name of the person to whom issued, the number and class, and
series if any within a class, of the shares of the stock of the corporation
represented by such certificate, the par value of each share represented by such
certificate or a statement that the shares are without par value, and such other
information as may be required by law. No certificate shall be issued for any
share unless the consideration established for its issuance shall have been
paid.
SECTION 6.02. UNCERTIFICATED SHARES. The Board of Directors may
provide by resolution that some or all of any or all classes and series of the
shares of the corporation shall be uncertificated shares, provided that such
resolution shall not apply to shares represented by a certificate until such
certificate is surrendered to the corporation. Within a reasonable time after
issuance or transfer of uncertificated
shares, the corporation shall send to the registered owner thereof a written
notice containing the information required by law to be set forth or stated in
certificates.
SECTION 6.03. TRANSFERS. Shares of the corporation shall be
transferable only upon its books by the holder or holders thereof in person, or
by the authorized attorney or legal representative of such holder or holders.
If the shares transferred are represented by certificates, the holder or holders
thereof or the authorized attorney or legal representative of such holder or
holders shall, at the time of transfer, surrender to the corporation, duly
endorsed, the old certificate or certificates and receive new certificates in
exchange therefor. Each transfer shall be recorded and the original record or
duplicate thereof shall be kept at an office of the corporation.
SECTION 6.04. CLOSING OF TRANSFER BOOKS AND RECORD DATE.
(a) For the purpose of determining shareholders entitled to
notice of or to vote at any meeting of shareholders or any adjournment thereof,
or entitled to receive payment of any dividend, or in order to make a
determination of shareholders for any other proper purpose, the Board of
Directors may provide that the stock transfer books shall be closed for a stated
period but not to exceed, in any case, seventy days. If the stock transfer
books shall be closed for the purpose of determining shareholders entitled to
notice of or to vote at a meeting of shareholders, such books shall be closed
for at least ten days immediately preceding such meeting.
(b) In lieu of closing the stock transfer books, the Board of
Directors may fix in advance a date as the record date for any such
determination of shareholders, such date in any case to be not more than seventy
days and, in case of a meeting of shareholders, not less than ten days prior to
the date on which the particular action, requiring such determination of
shareholders, is to be taken.
(c) If the stock transfer books are not closed and no record
date is fixed for the determination of shareholders entitled to notice of or to
vote at a meeting of shareholders, or shareholders entitled to receive payment
of a dividend, the date on which notice of the meeting is mailed or the date on
which the resolution of the Board of Directors declaring such dividend is
adopted, as the case may be, shall be the record date for such determination of
shareholders. When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this section, such
determination shall apply to any adjournment thereof.
ARTICLE VII
DIRECTOR CONFLICTS OF INTEREST
SECTION 7.01. GENERALLY. No contract or other transaction between
this corporation and one or more of its directors or any other corporation,
firm, association, or entity in which one or more of its directors are directors
or officers or are financially interested, shall be either void or voidable
because of such relationship or interest or because such director or directors
are present at the meeting of the Board of Directors or a committee thereof
which authorizes, approves, or ratifies such contract or transaction or because
the vote or votes of such director or directors are counted for such purpose,
if:
(a) The fact of such relationship or interest is disclosed or known
to the Board of Directors or committee which authorizes, approves, or ratifies
the contract or transaction by a vote or consent sufficient for the purpose
without counting the votes or consents of such interested directors; or
(b) The fact of such relationship or interest is disclosed or known
to the shareholders entitled to vote and they authorize, approve, or ratify such
contract or transaction by vote or written consent; or
(c) The contract or transaction is fair and reasonable to this
corporation.
SECTION 7.02. QUORUM. Common or interested directors may be counted
in determining the presence of a quorum at a meeting of the Board of Directors
or a committee thereof which authorizes, approves, or ratifies such contract or
transaction.
SECTION 7.03. NO LIABILITY. Neither any director or officer of the
corporation, being so interested in any contract, transaction or act of the
corporation which is not void or voidable pursuant to this Article VII, nor any
other corporation, firm, association, or entity in which such director or
officer is a director or officer or is financially interested shall be liable or
accountable to the corporation, or to any shareholder thereof, for any loss
incurred by the corporation pursuant to or by reason of such contract,
transaction or act, or for any gain received by any such other party pursuant
thereto or by reason thereof.
ARTICLE VIII
GENERAL PROVISIONS
SECTION 8.01. ADJOURNMENT. Whenever at any meeting provided for in
these Bylaws less than a quorum shall be present or represented, such meeting
may thereupon be adjourned without notice from time to time by a majority vote
of those present or represented until a quorum shall be present or represented.
Any meeting at which a quorum is present or represented may be adjourned in the
same manner for such time as may be fixed by a majority vote at such meeting.
Whenever a quorum is present at
any adjourned meeting, any business may be transacted which could have been done
at the meeting originally called.
SECTION 8.02. FISCAL YEAR. The fiscal year of the corporation shall
be as determined from time to time by the Board of Directors.
SECTION 8.03. APPROVAL OF ACTS OF BOARD OF DIRECTORS. At any annual
or special meeting of the shareholders, any or all of the acts of the Board of
Directors may be submitted for ratification and approval and may be ratified or
approved by the shareholders. Such ratification or approval shall be as valid
and binding upon the corporation and upon all the shareholders as though it had
been approved or ratified by every shareholder of the corporation.
ARTICLE IX
AMENDMENTS
These Bylaws may be amended, altered, or repealed and new Bylaws may
be adopted by the affirmative vote of a majority of the members of the Board of
Directors of the corporation, subject to repeal or change by action of the
shareholders.