EXHIBIT 3.1(AY)
ARTICLES OF ASSOCIATION
OF
OCEANIC PROPERTIES, INC.
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THESE ARTICLES OF ASSOCIATION, made and entered into this 19th day of
May 1961, by and between XXXXXXXXX XXXXXXX, XX., X. X. XXXX, A. XXXXXX XXXXXX
and XXXXX X. XXXXX, XX., all residents of Xxxxxxxx, Xxxxxx xx Xxxx, Xxxxx xx
Xxxxxx, Xxxxxx Xxxxxx of America,
WITNESSETH:
That the parties hereto, desiring to become incorporated as a
corporation in accordance with the laws of the State of Hawaii, and to obtain
the rights and benefits conferred by said laws upon corporations, do hereby
associate themselves together and unite and form a corporation, and do make and
enter into the following Articles of Association, the terms whereof it is agreed
shall be equally obligatory upon the parties signing this instrument and upon
all who from time to time may hold stock in the corporation.
FIRST: The name of the corporation shall be "OCEANIC PROPERTIES, INC."
SECOND: The location of the principal office of the corporation shall
be at Honolulu, Island of Oahu, State of Hawaii. The corporation may have such
other offices within and without the State of Hawaii as its business may from
time to time require.
THIRD: The purposes for which the corporation is organized and its
powers in connection therewith are as follows:
(a) To own, buy, take leases of or otherwise acquire, hold, invest in,
use, manage, lease, develop and improve real property and any interests and
rights therein; to manage, and to render advisory services with respect to, real
estate owned by others, under such contracts or other arrangements, and with
such powers, duties and responsibilities, as may be approved by the Board of
Directors of the corporation.
(b) Although the primary purpose of the corporation is to invest in and
manage real estate, the corporation shall also have the power to sell, convey or
otherwise dispose of real property and any interests and rights therein in any
case where the Board of Directors of the corporation, in its sole discretion,
decides that such disposition is desirable and in the best interests of the
corporation.
(c) To buy, hire, or otherwise acquire, hold, own, use, produce,
manufacture, sell, assign, transfer, pledge or otherwise dispose of and deal in
and with personal property of whatever nature, tangible or intangible, including
any and all kinds of machinery, equipment, materials, tools and other goods and
chattels, and including franchises, rights, licenses, patents, trademarks, bonds
of any government and of any public or private corporation, notes, choses in
action and other evidences of indebtedness, shares of the capital stock and
obligations of public or private corporations, and options for the purchase of
any of the foregoing.
(d) To own, operate and conduct a cemetery or cemeteries and to
transact general cemetery business and other businesses incident thereto, and to
provide, hold and maintain suitable grounds and other conveniences for burial,
interment, entombment and inurnment.
(e) To act as management consultant or adviser or as agent or manager
for any other corporation or business, whether or not a subsidiary or affiliate
of the corporation.
(f) To acquire, construct, lease, own, maintain and operate xxxxx,
factories, railroads, motor vehicles, airplanes, ships, lighters, docks, piers,
warehouses, storage and shipping facilities, pumping plants, irrigation systems
and other works for the development, conservation, storage, transmission and
utilization of water, and other buildings, structures and works of all kinds,
and all machinery, equipment and appliances which may be used in connection
therewith.
(g) To act as agent for the purchase, sale, lease, hire and handling of
agricultural and other machinery, implements and equipment, and in general to
act as agent for manufacturing, merchandising and jobbing companies or firms,
and to exercise any of the powers mentioned in these Articles for the account of
the corporation and/or as factor, agent, consignee, broker, contractor,
attorney, commission agent or otherwise for or on behalf of any person, firm,
association or corporation.
(h) To engage in research of all kinds, either for itself or for
others; to develop or assist in the development of patents, inventions,
improvements, machines, or agricultural or
* 2 *
scientific processes; to own, lease, or otherwise acquire, use, or dispose of
laboratories, factories or workshops for experimental, manufacturing, and
development purposes.
(i) To issue shares of the capital stock and/or obligations of the
corporation and/or options for the purchase of any thereof in payment for
property acquired by the corporation or for services rendered to the corporation
or for any other objects in and about its business, and to purchase, hold, sell,
transfer, accept as security for loans and deal generally in shares of its
capital stock and its obligations in every lawful manner.
(j) To acquire the whole or any part of the property, assets, business,
good will and rights of any person, firm, association or corporation engaged in
any business or enterprise which may lawfully be undertaken by the corporation,
and to pay for the same in cash and/or shares of the capital stock and/or
obligations of the corporation, or otherwise, and/or by undertaking and assuming
the whole or any part of the indebtedness and obligations of the transferor, and
to hold or in any manner dispose of the whole or any part of the property and
assets so acquired, and to conduct in any lawful manner the whole or any part of
the business so acquired and to exercise all the powers necessary or convenient
in and about the conduct, management and carrying on of such business.
(k) To borrow money and to incur indebtedness, without limit as to the
amount, and in excess of the capital stock of the corporation, and to issue
bonds, debentures, debenture stock, warrants, notes or other obligations
therefor, and to secure the same by any lien, charge, grant, pledge, deed of
trust or mortgage of the whole or any part of the real and/or personal property
of the corporation, then owned and/or thereafter to be acquired, and/or to issue
bonds, debentures, debenture stock, warrants, notes or other obligations without
any such security.
(l) To draw, make, accept, endorse, guarantee, execute and issue
promissory notes, bills of exchange, drafts, warrants of all kinds, obligations
and certificates and negotiable or transferable instruments, to loan money to
others with or without security, and to guarantee the debts or obligations of
others and go security on bonds of others.
(m) To promote or to aid in any manner, financially or otherwise, any
corporation or association any of whose stock or obligations are held directly
or indirectly by the corporation, and for this purpose to enter into plans of
reorganization or readjustment and to guarantee the whole or any part of the
indebtedness and obligations of any such other corporation or
* 3 *
association and the payment of dividends on its stock, and to do any other acts
or things designed to protect, preserve, improve or enhance the value of such
stocks or obligations.
(n) To assist to maintain or support such social, charitable,
benevolent, educational, religious or other institutions or objects as the Board
of Directors deems useful or beneficial for the corporation, directly or
indirectly.
(o) to enter into, make, perform and carry out contracts of every kind
for any lawful purpose with any person, firm, association or corporation, one or
more.
(p) To effect any of the purposes mentioned in these Articles and to
exercise any powers so mentioned either directly or through the medium of the
acquisition and ownership of shares of stock of any other corporation or
association and holding and voting the same or otherwise exercising and enjoying
the rights and advantages incidental to such shares of stock, and if deemed
desirable to operate wholly or partially as a holding company through the
acquisition and ownership of shares of stock of any other corporation or
association, whether or not such shares of stock so acquired or owned by this
corporation shall give to this corporation control of such other corporation or
association.
(q) To carry on any other lawful business whatsoever which may seem to
the corporation capable of being carried on in connection with the foregoing
purposes and powers, or calculated directly or indirectly to promote the
interest of the corporation or to enhance the value of its properties, and to
have, enjoy and exercise all the rights, powers and privileges which are now or
which may hereafter be conferred upon similar corporations organized under the
laws of Hawaii.
(r) To carry out the foregoing purposes and to exercise the foregoing
powers or any thereof in the State of Hawaii and/or elsewhere in the world.
The foregoing clauses shall each be construed as purposes and powers,
and the matters expressed in each clause or any part of any clause shall be in
no wise limited by reference to or inference from any other clause or any other
part of the same clause but shall be regarded as independent purposes and powers
and the enumeration of specific purposes and powers shall not be construed to
limit or restrict in any manner the meaning of the general purposes and powers
of the corporation nor shall the expression of one thing be deemed to exclude
another, although it be of like nature, not expressed.
* 4 *
FOURTH: In accordance with the laws of the State of Hawaii made and
applicable to corporations formed thereunder, the corporation shall be entitled
to and shall have power:
(a) To have succession and corporate existence perpetually;
(b) To xxx and be sued in any court;
(c) To make and use a common seal, and alter the same at its pleasure;
(d) To hold, purchase and convey such property as the purposes of the
corporation shall require, without limit as to amount, and to mortgage, pledge
and hypothecate the same to secure any debt of the corporation;
(e) To appoint such subordinate officers and agents as the business of
the corporation shall require;
(f) To make by-laws not in conflict with law or these Articles of
Association; and may possess and exercise any and all powers, not inconsistent
with law, reasonably incidental to the fulfillment of its purposes as set forth
in these Articles of Association, or reasonably incidental to the exercise of
its powers as set forth herein.
FIFTH: The amount of the capital stock of the corporation shall be TEN
THOUSAND DOLLARS ($10,000), divided into One Thousand (1,000) shares of capital
stock of the par value of TEN DOLLARS ($10) per share, with the privilege of
increasing or extending the same by a vote of not less than three-fourths (3/4)
of all of the issued and outstanding stock at a meeting duly held for that
purpose and in the manner provided by law, to not more than TEN MILLION DOLLARS
($10,000,000).
SIXTH: There shall be a Board of Directors of the corporation to
consist of not less than five nor more than twenty members, who shall be elected
annually by the stockholders at such times, in such manner, and for such terms
as may be prescribed by the by-laws, which also may provide for the filling of
vacancies and temporary vacancies. The Directors need not be stockholders of the
corporation. The Board of Directors shall have full power to control and direct
the business and affairs of the corporation, subject, however, to instructions
by the stockholders, and to any limitations which may be set forth in statutory
provisions, in these Articles of Association, and in the by-laws of the
corporation. There may be an executive committee of the Board of Directors as
provided for in the by-laws.
* 5 *
SEVENTH: The Board of Directors shall elect each year a President, one
or more Vice Presidents, a Secretary and a Treasurer, and from time to time such
other officers as the conduct of the business of the corporation may require.
The President shall be elected from among the Directors. The Vice Presidents,
the Secretary, the Treasurer, and such other officers as may be elected may or
may not be Directors. No officer need be a stockholder.
EIGHTH: An auditor shall be elected annually by the stockholders. The
auditor may be an individual, partnership or corporation. The auditor shall not
be an officer of the corporation.
NINTH: No stockholder shall be liable for the debts of the corporation
beyond such amount as may be due and unpaid upon the share or shares held by
him.
TENTH: Service of process may be made upon any officer of the
corporation.
ELEVENTH: In the absence of fraud, no contract or other transaction
between the corporation and any other corporation, and no act of the
corporation, shall in any way be affected or invalidated by the fact that any of
the Directors of the corporation are pecuniarily or otherwise interested in, or
are Directors or officers of, such other corporation; and any Director of the
corporation who is also a Director or officer of such other corporation or who
is so interested may be counted in determining the existence of a quorum at any
meeting of the Board of Directors of the corporation which shall authorize or
approve any such contract or transaction or act and may vote thereat to
authorize or approve any such contract or transaction or act with like force and
effect as if he were not such Director or officer of such other corporation or
not so interested.
TWELFTH: The names and addresses, both business and residence, of the
persons who are to act as the initial Directors and officers of the corporation
are as follows:
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DIRECTORS
Names Business Addresses Residence Addresses
----- ------------------ -------------------
X.X. Xxxxx Castle & Xxxxx, Inc. 000 Xxxxxxxx Xxx.
Xxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxx
X.X. Xxxx Castle & Xxxxx, Inc. 0000 Xxxxx Xx.
Xxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxx
X.X. Xxxxxxxxx Xxxx Corporation 0000 Xxxxxxxxxxxx Xxx.
Xxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxx
X.X. Xxxxxxx Xxxx Corporation 000 Xxxxxxx Xx.
Xxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxx
Xxxxxx Xxxxxxx Castle & Xxxxx, Inc. 000 Xxxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxx Kailua, Oahu, Hawaii
Xxxxxxx XxxXxxxxxxx Castle & Xxxxx, Inc. 0000 Xxxxxxxxxxxx Xxx.
Xxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxx
Xxxxxx X. Xxxxxx Xxxx Corporation Salem, Oregon
Salem, Oregon
Xxxxxx X. Xxxxxx Xxxx Corporation 0000X Xxx Xxxx Xx.
Xxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxx
Xxxxxxxxx Xxxxxxx, Xx. Castle & Xxxxx, Inc. 00-000 Xxxxxxxxx
Xxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxx
OFFICERS
Names and Offices Business Addresses Residence Addresses
----------------- ------------------ -------------------
Xxxxxxxxx Xxxxxxx, Xx., Castle & Xxxxx, Inc. 42-916 Maunawili
President Honolulu, Hawaii Honolulu, Hawaii
Xxxxxx X. Xxxxxx, Xxxx Corporation 0000X Xxx Xxxx Xx.
Vice President Honolulu, Hawaii Honolulu, Hawaii
A. Xxxxxx Xxxxxx, Xxxx Corporation 0000 Xxxxx Xx.
Xxxxxxxxx Xxxxxxxx, Xxxxxx Xxxxxxxx, Xxxxxx
Xxxxx X. Xxxxx, Xx., Castle & Xxxxx, Inc. 0000 Xxxxx Xx.
Xxxxxxxxx Xxxxxxxx, Xxxxxx Honolulu, Hawaii
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IN WITNESS WHEREOF, said parties have hereunto set their hands the day
and year first above written.
/s/ Xxxxxxxxx Xxxxxxx, Xx.
---------------------------------
Xxxxxxxxx Xxxxxxx, Xx.
/s/ X. X. Xxxx
---------------------------------
X. X. Xxxx
/s/ A. Xxxxxx Xxxxxx
---------------------------------
A. Xxxxxx Xxxxxx
/s/ Xxxxx X. Xxxxx, Xx.
---------------------------------
Xxxxx X. Xxxxx, Xx.
* 8 *
STATE OF HAWAII )
) ss
CITY AND COUNTY OF HONOLULU )
On this 19th day of May 1961, before me personally appeared XXXXXXXXX
XXXXXXX, XX., X. X. XXXX, A. XXXXXX XXXXXX and XXXXX X. XXXXX, XX., to me known
to be the persons described in and who executed the foregoing instrument, and
severally acknowledged that they executed the same as their free act and deed.
/s/
---------------------------------
Notary Public, First
Circuit,
State of Hawaii
My commission expires 9/14/64
NONREFUNDABLE FILING FEE: $25.00 DOMESTIC PROFIT
SUBMIT ORIGINAL AND ONE TRUE COPY NAME CHANGE ONLY
STATE OF HAWAII
DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS
Business Registration Division
0000 Xxxxxxxx Xxxxxx
Mailing Address: X.0. Xxx 00, Xxxxxxxx, Xxxxxx 00000
ARTICLES OF AMENDMENT TO CHANGE CORPORATE NAME
(Section 415-61, Hawaii Revised Statutes)
The undersigned, duly authorized officers of the corporation submitting
these Articles of Amendment, certify as follows:
1. The present name of the corporation is:
OCEANIC PROPERTIES, INC.
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2. The name of the corporation is changed to:
CASTLE & XXXXX PROPERTIES, INC.
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3. Total number of shares outstanding is: 1,000,000 shares of the par value
---------------------------------
of $10 per share
---------------------------------
4. IF ADOPTION OF THE AMENDMENT TO CHANGE THE CORPORATE NAME WAS AT A MEETING,
COMPLETE THE FOLLOWING:
The meeting of the shareholders was held on
-----------------------------
(Month Day Year)
Number Voting Number Voting
Class/Series For Amendment Against Amendment
------------ ----------------------- -----------------
------------ ----------------------- -----------------
5. IF ADOPTION OF THE AMENDMENT TO CHANGE THE CORPORATE NAME WAS BY UNANIMOUS
WRITTEN CONSENT OF THE SHAREHOLDERS, COMPLETE THE FOLLOWING:
By written consent dated October 23 1990 ,
------------------------------------------------
(Month Day Year)
the shareholders unanimously adopted the amendment to change the
corporate name.
We certify under the penalties of Section 415-136, Hawaii Revised Statutes, that
we have read the above statements, and that the same are true and correct.
Witness our hands this 23rd day of October, 1990.
Xxxxxx X. Xxxxxxx - President Xxxxx Xxxxxx - Assistant Secretary
------------------------------------- ----------------------------------------
(Type/Print Name & Title) (Type/Print Name & Title)
/s/ Xxxxxx X. Xxxxxxx /s/ Xxxxx Xxxxxx
------------------------------------- ----------------------------------------
(Signature of Officer) (Signature of Officer)
(SEE REVERSE SIDE FOR INSTRUCTIONS)
State of Hawaii
Department of Commerce and Consumer Affairs
Business Registration Division
0000 Xxxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxx 00000
In the Matter of the Amendment )
of the Articles of Incorporation )
)
of )
)
CASTLE & XXXXX PROPERTIES, INC. )
)
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ARTICLES OF AMENDMENT
The undersigned, duly authorized officers of CASTLE & XXXXX PROPERTIES,
INC., a Hawaii corporation, hereby certify as follows:
1. The name of the corporation is CASTLE & XXXXX PROPERTIES, INC.
2. The amendment adopted is attached hereto as Exhibit A.
3. The total number of shares outstanding is 1,000,000 shares of common
stock.
4. The amendment was adopted by written consent of the sole shareholder
of the corporation dated November 14, 1990.
5. The amendment does not provide for any exchange, reclassification,
or cancellation of issued shares.
6. The amendment does not change the stated capital of the corporation.
7. The written notice of the amendment required by Section 415-48.5 of
the Hawaii Revised Statutes is attached hereto as Exhibit B.
We certify under penalties of Section 415-136, Hawaii Revised Statutes,
that we have read the above statements and that the same are true and correct.
WITNESS our hands this 26th day of November, 1990.
/s/ Xxxxxx X. Xxxxx /s/ Xxxxx X. Xxxxxx
------------------------------------ --------------------------------------
Xxxxxx X. Xxxxx Xxxxx X. Xxxxxx
Senior Vice President Secretary
Castle & Xxxxx Properties, Inc. Castle & Xxxxx Properties, Inc.
-2-
EXHIBIT A
CASTLE & XXXXX PROPERTIES, INC.
AMENDMENT TO ARTICLES OF INCORPORATION
The Articles of Incorporation of CASTLE & XXXXX PROPERTIES, INC., a
Hawaii corporation, are hereby amended as follows:
1. By adding a new Article to be designated and located appropriately
and to read in its entirety as follows:
"ARTICLE THIRTEENTH
LIMITATION OF LIABILITY OF DIRECTORS
The personal liability of directors of the corporation for monetary
damages shall be eliminated to the fullest extent permissible under Hawaii law
including, without limitation, to the fullest extent permissible under Section
415-48.5 of the Hawaii Revised Statutes, as amended from time to time. No repeal
or amendment of this Article directly or by adoption of an inconsistent
provision of these articles of incorporation or the corporation's by-laws will
be effective with respect to the liability of a director for acts or omissions
occurring prior to such repeal or amendment or adversely affect the rights and
protection afforded to a director of the corporation under this Article for acts
or omissions which occur prior to such repeal or amendment."
NONREFUNDABLE FILING FEE: $25.00 DOMESTIC PROFIT
SUBMIT ORIGINAL AND ONE TRUE COPY NAME CHANGE ONLY
STATE OF HAWAII
DEPARTMENT OF COMMERCE AND CONSUMER AFFAIRS
Business Registration Division
0000 Xxxxxxxx Xxxxxx
Mailing Address: X.X. Xxx 00, Xxxxxxxx, Xxxxxx 00000
ARTICLES OF AMENDMENT TO CHANGE CORPORATE NAME
(Section 415-61, Hawaii Revised Statutes)
The undersigned, duly authorized officers of the corporation submitting
these Articles of Amendment, certify as follows:
1. The present name of the corporation is:
Castle & Xxxxx Properties, Inc.
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2. The name of the corporation is changed to:
La Petite d'Agen, Inc.
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3. Total number of shares outstanding is: 1,000,000
-----------------------------------
4. IF ADOPTION OF THE AMENDMENT TO CHANGE THE CORPORATE NAME WAS AT A MEETING,
COMPLETE THE FOLLOWING:
The meeting of the shareholders was held on
-----------------------------
(Month Day Year)
Number of Shares
Number of Shares Voting Voting Against
Class/Series For Amendment Amendment
------------ ----------------------- ----------------
------------ ----------------------- ----------------
5. IF ADOPTION OF THE AMENDMENT TO CHANGE THE CORPORATE NAME WAS BY UNANIMOUS
WRITTEN CONSENT OF THE SHAREHOLDERS, COMPLETE THE FOLLOWING:
By written consent dated December 4, 1995,
------------------------------------------------
(Month Day Year)
the shareholders unanimously adopted the amendment to change the corporate
name.
We certify under the penalties of Section 415-136, Hawaii Revised Statutes, that
we have read the above statements, and that the same are true and correct.
Witness our hands this 4th day of December, 1995.
Xxxxx X. Xxxxxx, Vice President J. Xxxxx Xxxxxxxx, Asst. Secretary
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(Type/Print Name & Title) (Type/Print Name & Title)
/s/ Xxxxx X. Xxxxxx /s/ J. Xxxxx Xxxxxxxx, Asst. Sec.
-------------------------------------- ---------------------------------------
(Signature of Officer) (Signature of Officer)
(SEE REVERSE SIDE FOR INSTRUCTIONS)
