ARTICLES OF INCORPORATION
OF
S & D FOODS, INC.
I
The name of this corporation is: S & D FOODS, INC.
II
The purpose of this corporation is to engage in any lawful act or activity
for which a corporation may be organized under the General Corporation Law of
California other than the banking business, the trust company business or the
practice of a profession permitted to be incorporated by the California
Corporations Code.
III
The name and address in the State of California of this corporation's
initial agent for service of process is:
Dean E. Nicholson
1706 San Mateo Avenue
So. San Francisco, CA 94080
IV
This corporation is authorized to issue only one class of shares of stock;
and the total number of shares which this corporation is authorized to issue is:
1,000.
Dated: July 7, 1987
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DEAN E. NICHOLSON, Incorporator
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STEVE A. REEDY, Incorporator
RESTATED AND AMENDED
ARTICLES OF INCORPORATION
OF
S & D FOODS, INC.
DEAN E. NICHOLSON and STEVE A. REEDY certify that:
1. They are the President and Secretary of S & D FOODS, INC., a
California corporation.
2. The Articles of Incorporation of this corporation are amended and
restated to read as follows:
I.
The name of this corporation is S & D FOODS, INC.
II.
The purpose of this corporation is to engage in any
lawful act or activity for which a corporation may be
organized under the General Corporation Law of California
other than the banking business, the trust company business
or the practice of a profession permitted to be incorporated
by the California Corporations Code.
III.
(A) This corporation is authorized to issue two
classes of shares, to be designated common and preferred,
respectively. This corporation is authorized to issue
20,000,000 shares of common stock and 5,000,000 shares of
preferred stock.
(B) The preferred stock may be divided into such
number of series as the board of directors may determine.
The board of directors is authorized to determine and alter
the rights, preferences, privileges and restrictions granted
to or imposed upon any
wholly unissued series of preferred stock, and to fix the
number of shares of any series of preferred stock and the
designation of any such series of preferred stock. The
board of directors, within the limits and restrictions
stated in any resolution or resolutions of the board of
directors originally fixing the number of shares
constituting any series, may increase or decrease (but not
below the number of shares of such series then outstanding)
the number of shares of any series subsequent to the issue
of shares of that series.
IV.
The liability of the directors of the corporation for
monetary damages shall be eliminated to the fullest extent
permissible under California law.
V.
The corporation is authorized to provide
indemnification of agents (as defined in Section 317 of the
California Corporations Code) through bylaws provisions,
agreements with agents, vote of shareholders or
disinterested directors or otherwise, in excess of the
indemnification otherwise permitted by Section 317 of the
California Corporations Code, subject only to the applicable
limits set forth in Section 204 of the California
Corporations Code with respect to actions for breach of duty
to the corporation and its shareholders.
3. The foregoing restated and amended articles of incorporation have been
duly approved by the board of directors.
4. The foregoing restated and amended articles of incorporation have been
duly approved by the required vote of shareholders in accordance with Section
902 of the Corporations Code. The total number of outstanding shares of the
corporation is 1,000. The number of shares voting in favor of the amendment
equaled or exceeded the vote required. The percentage vote required was more
than fifty percent (50%).
We further declare under penalty of perjury under the laws of the State of
California that the matters set forth in this certificate are true and correct
of our own knowledge.
Date: October __, 1995
--------------------------------------
DEAN E. NICHOLSON, President
--------------------------------------
STEVE A. REEDY, Secretary
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
S & D FOODS, INC.
DEAN E. NICHOLSON and STEVE A. REEDY certify that:
1. They are the President and Secretary of S & D Foods, Inc., a California
corporation.
2. Article III of the Articles of Incorporation of this corporation is
hereby amended by inserting the following:
(C) Upon the amendment of this article as herein set forth,
each outstanding share is split up and converted into 2,000
shares.
3. The foregoing amendment of Articles of Incorporation has been duly
approved by the board of directors.
4. The foregoing amendment of Articles of Incorporation has been duly
approved by the required vote of shareholders in accordance with Section 902 of
the Corporations Code. The total number of outstanding shares of the corporation
is 1,000. The number of shares voting in favor of the amendment equalled or
exceeded the vote required. The percentage vote required was more than fifty
percent (50%).
We further declare under penalty of perjury under the laws of the State of
California that the matter set forth in this Certificate are true and correct of
our own knowledge.
Dated: November 13, 1995
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Dean E. Nicholson, President
--------------------------------------
Steve A. Reedy, Secretary
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
GARDEN VALLEY NATURALS, INC.
FLOYD HILL and CASEY ADAMS certify that:
1. They are the Chairman and Secretary of GARDEN VALLEY NATURALS, INC., a
California corporation.
2. Article I of the Articles of Incorporation of this corporation is
hereby amended to read in full as follows:
"I.
The name of this corporation is ORGANIC FOOD PRODUCTS, INC."
3. The foregoing amendment of Articles of Incorporation has been duly
approved by the board of directors.
4. The foregoing amendment of Articles of Incorporation has been duly
approved by the required vote of shareholders in accordance with Section 902
of the Corporations Code. The total number of outstanding shares of the
corporation is 4,500,000. The number of shares voting in favor of the amendment
equalled or exceeded the vote required. The percentage vote required was more
than fifty percent (50%).
We further declare under penalty of perjury under the laws of the State of
California that the matter set forth in this Certificate are true and correct of
our own knowledge.
Dated: September ____, 1996
--------------------------------------
Floyd Hill, Chairman
--------------------------------------
Casey Adams, Secretary
CERTIFICATE OF AMENDMENT
OF
ARTICLES OF INCORPORATION
OF
GARDEN VALLEY NATURALS, INC.
FLOYD HILL and CASEY ADAMS certify that:
1. They are the Chairman and Secretary of GARDEN VALLEY NATURALS, INC., a
California corporation.
2. Article I of the Articles of Incorporation of this corporation is
hereby amended to read in full as follows:
"I.
The name of this corporation is ORGANIC FOOD PRODUCTS, INC."
3. The foregoing amendment of Articles of Incorporation has been duly
approved by the board of directors.
4. The foregoing amendment of Articles of Incorporation has been duly
approved by the required vote of shareholders in accordance with Section 902 of
the Corporations Code. The total number of outstanding shares of the corporation
is 4,500,000. The number of shares voting in favor of the amendment equalled or
exceeded the vote required. The percentage vote required was more than fifty
percent (50%).
We further declare under penalty of perjury under the laws of the State of
California that the matter set forth in this Certificate are true and correct of
our own knowledge.
Dated: September ____, 1996
--------------------------------------
Floyd Hill, Chairman
--------------------------------------
Casey Adams, Secretary