EXHIBIT 4.1
ARTICLES OF INCORPORATION
OF
SANDERSON FARMS, INC.
[Filed October 31, 1978]
We, the undersigned natural persons of the age of twenty-one years or
more, acting as incorporators of a corporation under the Mississippi Business
Corporation Act, adopt the following Articles of Incorporation for such
corporation:
FIRST: The name of the corporation is SANDERSON FARMS, INC.
SECOND: The period of its duration is 99 years.
THIRD: The specific purpose or purposes for which the corporation is
organized stated in general terms are:
1. To purchase, own, and hold the stock of other corporations,
and to do every act and thing attendant to the ownership of
such stock and to direct the operations of other corporations
through the ownership of the stock therein;
2. To serve in an advisory, managerial, and consultative capacity
to corporations, associations, partnerships, individuals, and
others, and to establish and maintain departments and
laboratories, if necessary, for industrial, financial,
statistical, inventory, and other research work, and to engage
generally in the business of providing, promoting, and
establishing systems, methods, and controls for industrial and
managerial efficiency and operations.
3. To investigate systems, methods, and controls of
manufacturing, plant operations, packing, storing, shipping,
marketing, inventories, accounting, and other operations
integral to any and all types of businesses and to make
recommendations, revise, adapt, modernize, and establish
economies to effect industrial and managerial efficiency and
in connection therewith to take over the entire operation and
business of any type of industry or other forms of endeavor
and to do all such things and to perform all such services as
may be necessary to carry out the foregoing purposes.
4. To devise, develop, create, inaugurate, and contract for the
establishment, installation, and sale and rental of systems,
methods, and controls for efficient operation and management
of industrial manufacturing, mercantile, commercial,
agricultural, or other business concerns, firms, partnerships,
associations, and corporations and to provide, make available,
and furnish maintenance and supervision and to train and
instruct individuals in the operation, installation, and
maintenance of such systems, methods and controls.
5. To provide computer services to corporations, associations,
partnerships, individuals, and others and to establish
programs necessary for the proper operation and functioning of
such services.
6. So far as authorized by the law under which this certificate
is drawn: to examine and inspect the books and accounts of
others, to devise and install financial, checking,
correspondence, filing, and other office and business systems;
to take inventories; to make appraisals; to compile statistics
as an aid to the officers of the corporations and other
persons in the making of reports and statements; to do all
such things and perform or supply all such services as are
commonly done, performed, or supplied by business management
experts; and to warrant the accuracy of the work done or
services performed by it.
7. To do all the things necessary, convenient or desirable for
the accomplishment of any of the purposes or the attainment of
any of the objectives herein set forth and to do all things
incidental thereto which are not prohibited by law.
It is the intention that the objects and purposes specified in the
foregoing clauses of this Article Third shall also be construed as powers and
that the forgoing enumeration of specific objects, purposes, and powers, shall
not be held to limit or restrict in any manner the powers of the corporation but
shall be in furtherance of and in addition to, and not in limitation of, the
general powers conferred by the laws of the State of Mississippi under the
Mississippi Business Corporation Act.
It is also the intention that except as otherwise expressed herein the
objects, purposes, and powers specified in any of the foregoing clauses shall
not in anywise be limited or restricted by reference to or inference from the
terms of any other clause of this certificate, and that the
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objects, purposes, and powers specified in each of the clauses of this Article
Third shall be regarded as independent objects, purposes, and powers.
FOURTH: The aggregate number of shares which the corporation shall have
authority to issue is Three Million (3,000,000) of the par value of One Dollar
($1.00) each.
FIFTH: The corporation will not commence business until consideration
of the value of at least $1,000 has been received for the issuance of shares.
SIXTH: The post office address of its initial registered office is 208
Beacon Street, Laurel, Mississippi, 39440, and the name of its initial
registered agent at such address is JOE FRANK SANDERSON.
SEVENTH: The number of directors constituting the initial board of
directors of the corporation, which must be not less than three (3), is six and
the names and addresses of the persons who are to serve as directors until the
first annual meeting of shareholders or until their successors are elected and
shall qualify are:
<Table>
<Caption>
NAME STREET AND POST OFFICE ADDRESS
D. R. Sanderson, Sr. 208 Beacon Street, Laurel, Mississippi 39440
Joe Frank Sanderson 208 Beacon Street, Laurel, Mississippi 39440
D. R. Sanderson, Jr. 208 Beacon Street, Laurel, Mississippi 39440
J. Odell Johnson 208 Beacon Street, Laurel, Mississippi 39440
Wyatt J. Davis, Jr. 208 Beacon Street, Laurel, Mississippi 39440
Thomas R. Ward Broadmoor Mart, Meridian, Mississippi 39301
</Table>
EIGHTH: The name and post office address of each incorporator is:
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<Table>
<Caption>
NAME STREET AND POST OFFICE ADDRESS
Joe Frank Sanderson 208 Beacon Street, Laurel, Mississippi 39440
Wyatt J. Davis, Jr. 208 Beacon Street, Laurel, Mississippi 39440
Dated October 19, 1978.
</Table>
/s/ Joe Frank Sanderson
-----------------------------------------
JOE FRANK SANDERSON
/s/ Wyatt J. Davis, Jr.
-----------------------------------------
WYATT J. DAVIS, JR.
ACKNOWLEDGMENT
STATE OF MISSISSIPPI
COUNTY OF JONES
This day personally appeared before me, the undersigned authority, JOE
FRANK SANDERSON and WYATT J. DAVIS, Incorporators of the corporation known as
the SANDERSON FARMS, INC., who acknowledged that they signed and executed the
above and foregoing Articles of Incorporation as their act and deed on this the
19th day of October, 1978.
/s/ Barbara C. Robinson
-----------------------------------------
NOTARY PUBLIC
My Commission Expires:
September 22, 1981
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(NOTARIAL SEAL)
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