Exhibit 3.5
ARTICLES OF INCORPORATION
OF
STAR-KIST SAMOA, INC.
ARTICLE I
The name of this corporation is STAR-KIST SAMOA, INC.
ARTICLE II
The specific business in which the corporation is primarily to engage
is the acquisition, processing and selling of fish in Samoa
ARTICLE III
The general purposes for which this corporation is formed are:
(a) To engage in any one or more other businesses or transactions
which the board of directors of this corporation may from time to time authorize
or approve, whether related or unrelated to the business described in ARTICLE II
above or to any other business then or theretofore done by this corporation.
(b) To exercise any and all rights and powers which a corporation may
now or hereafter exercise;
(c) To act as principal, agent, join venturer, partner or in any other
capacity which may be authorized or approved by the board of directors of this
corporation; and
(d) To transact business in the State of California or in any other
jurisdiction of the United States of America or elsewhere in the world.
The foregoing statement of purposes shall be construed as a statement
of both purposes and powers, and the purposes and powers in each clause shall,
except where otherwise expressed, be in nowise limited or restricted by
reference to or inference from the terms or provisions of any other clause, but
shall be regarded as independent purposes and powers.
ARTICLE IV
The county in the State of California where the principal office for
the transaction of the business of this corporation is to be located is Los
Angeles County.
ARTICLE V
This corporation is authorized to issue only one class of shares of
stock; the total number of said shares shall be two-hundred fifty (250); all of
such shares shall be without par value. The shares of capital stock of the
corporation may be issued by the corporation from time to time for such
consideration as may be fixed from time to time by the Board of Directors.
- 2 -
ARTICLE VI
The number of directors of the corporation shall be five(5). The names
and addresses of the persons who are appointed to act as the first directors of
this corporation are:
Ronald J. Laraneta 3357 Deluna Dr.
Palos Verdes Estates, Calif.
John D. Wardrop Box No. 368
Pago, Pago, Tutuila Island,
American Samoa
Robert K. Pedersen 2048 Upland Street
San Pedro, Calif.
Roy E. Kelley 1429 Le Gennie Terrace
San Pedro, Calif.
Nicholas F. Trutanic 250 Roycroft Avenue
Long Beach, Calif.
ARTICLE VII
All other provisions for the regulation of the affairs of the
corporation shall be as specified in the By-Laws of the corporation from time to
time.
IN WITNESS WHEREOF, for the purposes of forming this corporation under
the laws of the State of California, the undersigned, constituting the
incorporators of this corporation and the first directors thereof, have executed
these Articles of Incorporation this 21 day of March, 1963.
- 3 -
/s/ Ronald J. Laraneta
--------------------------------
Ronald J. Laraneta
/s/ John D. Wardrop
---------------------------------
John D. Wardrop
/s/ Robert K. Pedersen
---------------------------------
Robert K. Pedersen
/s/ Roy E. Kelley
----------------------------------
Roy E. Kelley
/s/ Nicholas F. Trutanic
----------------------------------
Nicholas F. Trutanic
STATE OF CALIFORNIA )
) SS.
COUNTY OF LOS ANGELES )
On this 21st day of March, 1963, before me, the undersigned, a Notary
Public in and for said County and State, residing therein, duly commissioned
and sworn, personally appeared RONALD J. LARANETA, JOHN D. WARDROP, ROBERT K.
PEDERSEN, ROY E. KELLEY and NICHOLAS F. TRUTANIC, KNOWN TO ME TO BE THE PERSONS
whose names are subscribed to the foregoing Articles of Incorporation, and
acknowledged to me that they executed the same.
WITNESS my hand and official seal.
/s/ Beverly A. Brown
-----------------------------------
Notary Public in and for the County
Of Los Angeles, State of California
BEVERLY A. BROWN -- NOTARY PUBLIC
- 4 -
CONSENT TO USE OF CORPORATE NAME
We, the duly authorized officers of Star-Kist Foods, Inc.
do hereby authorize the use of the corporate name
STAR-KIST SAMOA, INC.
by a corporation to be formed by the following individuals:
Ronald J. Laraneta
John D. Wardrop
Robert K. Pedersen
Roy E. Kelley
Nicholas F. Trutanic
IN WITNESS WHEREOF, we have executed this document this
19th day of March, 1963.
/s/ Joseph J. Bogdanovich
--------------------------------
Joseph J. Bogdanovich, President
/s/ John J. Real
--------------------------------
John J. Real, Secretary
STATE OF CALIFORNIA )
) ss.
COUNTY OF LOS ANGELES )
On this 19th day of March, 1963, before me, the undersigned, a Notary
Public in and for said County and State, residing therein, duly commissioned
and sworn, personally appeared JOSEPH J. BOGDANOVICH and JOHN J. REAL, known to
me to be the persons whose names are subscribed to the foregoing Consent to Use
of Corporate Name, and acknowledged to me that they executed the same.
WITNESS my hand and official seal.
/s/ Beverly A. Brown
----------------------------
Notary Public in and for the
County of Los Angeles, State
of California.
[SEAL]
2.