Exhibit 3.1(BF)
ARTICLES OF INCORPORATION
OF
LANAI COMPANY, INC.
(Amended December 11, 1973)
THESE ARTICLES OF INCORPORATION, made and entered into this 15th day of
June, 1970, by and between XXXX X. XXXXXX, X. X. XxXxxxx and XXXXXX XXXXXXXX,
residents of the City and County of Honolulu, State of Hawaii, United States of
America:
W I T N E S S E T H:
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 to make and enter the
following Articles of Incorporation the terms whereof it is agreed shall be
equally obligatory upon the parties signing this instrument and upon all the
parties who from time to time may hold stock in the corporation:
I
The name of the corporation shall be LANAI COMPANY, INC.
II
The location of the principal office of the corporation shall be at
Honolulu, City and County of Honolulu, State of Hawaii, and the mailing address
of the initial office of the corporation shall be 000 Xxxxxxxx Xxxxxx, Xxxxxxxx,
Xxxxxx. The corporation may
have such other offices within and without the State of Hawaii as its business
may from time to time require.
III
The purposes for which the corporation is organized and its powers in
connection therewith are as follows:
(a) To acquire land and to engage generally in the business of
subdividing, developing and improving such land for investment and
for sale, including but not limited to the leasing, sale or holding
of unimproved parcels of land, and the leasing, sale or holding of
parcels of land after the construction thereon, by the corporation
or by any other person, firm or corporation, of single or multiple
family dwellings, offices, stores or other commercial buildings or
facilities, including resort hotel, motel and any such similar
building or facilities, or factories or other industrial structures,
or any other structure or improvement of any kind whatsoever;
(b) To acquire or construct and to own, operate, manage, lease, sell or
otherwise dispose of, golf courses and golf clubs and all other
businesses, activities and facilities related or incident thereto;
(c) To acquire or construct and to own, operate, manage, lease, sell or
otherwise dispose of, water works and water distribution systems and
all other businesses, activities and facilities related or incident
thereto;
(d) To engage in any agricultural, mercantile, building, manufacturing,
contracting or construction business of any kind whatsoever;
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(e) To buy, take leases of or otherwise acquire, hold, own, use,
improve, develop, cultivate, grant, bargain, sell, convey, lease,
mortgage, or otherwise dispose of, and in all respects deal in and
with real properties, improved or unimproved, and any interests and
rights therein;
(f) To buy, hire, or otherwise acquire, hold, own, use, produce,
manufacture, sell, assign, transfer, pledge, or otherwise dispose
of, and in all respects deal in and with personal property of
whatever nature, tangible or intangible, and any interests and
rights therein;
(g) To purchase, take, receive, subscribe for, or otherwise acquire,
own, hold, use, employ, sell, mortgage, lend, pledge, or otherwise
dispose of, and otherwise use and deal in and with, shares or other
interests in, or obligations of, other domestic or foreign
corporations, associations, trusts, business trusts, partnerships,
limited partnerships, or individuals, or direct or indirect
obligations of the United States or of any other government, state,
territory, governmental district, or municipality or of any
instrumentality thereof and while the holder thereof to exercise all
the rights, powers and privileges in respect thereof, including the
right to execute consents and to vote, to the same extent as a
natural person could do;
(h) 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
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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
personal property of the corporation, then owned or thereafter to be
acquired;
(i) To act as agent of any corporation or association or as manager of
the business and affairs of any corporation or association, and in
such connection to exercise powers and authority on behalf of any
corporation or association, including ministerial, executive,
discretionary, and managerial powers, all on such terms and
conditions as may be agreed between the corporation and such
corporation or association;
(j) 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 this corporation, and for this
purpose to enter into plans or reorganization or readjustment and to
guarantee the contracts, debts, or obligations, and the payment of
interest or dividends on securities of any other person, firm,
association, trust, business trust, corporation or governmental
body, subject only to the provisions of any applicable laws;
(k) To issue shares of the capital stock and the notes, bonds, and
other obligations of the corporation, and 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, take, receive, or
otherwise acquire, own, hold,
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sell, transfer, accept as security for loans, and deal generally in
shares of its capital stock and its obligations in every lawful
manner;
(l) 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;
(m) 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 or
shares of the capital stock or obligations of the corporation, or by
undertaking and assuming the whole or any part of the indebtedness
and obligations of the transferor, or otherwise, 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;
(n) 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 and obligations of others and go security on
bonds of others;
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(o) To effect any of the purposes mentioned in these Articles and to
exercise any powers so mentioned either directly or through the
acquisition and ownership of shares of stock of any other
corporation or association and by holding and voting the same or
otherwise exercising and enjoying the rights and advantages
incidental thereto, 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;
(p) 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 interests of the corporation or to enhance the value
of its properties;
(q) To enter into partnerships and joint ventures with corporations,
partnerships, or persons for the carrying on through such
partnerships and joint ventures of any business the purposes of
which are the same as or are germane, in whole or in part, to the
purposes or business of the corporation;
(r) To conduct its business, carry on its operations and purposes, and
exercise its powers or any thereof in any state, territory,
district, or possession of the United States of America or in any
foreign country;
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(s) To have succession by its corporate name perpetually and to have,
enjoy, and exercise all the other rights, powers, and privileges
which are now or which may hereafter be conferred upon corporations
organized under the general corporation laws of the State of Hawaii;
(t) To have and exercise all powers necessary or convenient to effect
any or all of the purposes set forth in these Articles or
reasonably incidental to the fulfillment of its purposes or the
exercise of its powers as set forth therein or designed directly or
indirectly to promote the interests of the corporation or to enhance
the value of its properties;
(u) To make donations of property, money, or services to benevolent,
charitable, educational, religious, scientific, literary, or social
institutions or associations, community funds, municipalities or
public charities or to public or private enterprises or purposes so
far as it may deem necessary or helpful in connection with the
accomplishment of the purposes herein stated or in the public or
community interest;
(v) To promote, assist, maintain, support, or aid in any manner,
financially or otherwise, such benevolent, charitable, educational,
religious, scientific, literary, or social institutions or
associations, community funds, municipalities or public charities,
or other institutions or objects as the Board of Directors deems
useful or beneficial for the corporation, whether directly or
indirectly.
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IV
There shall be a Board of Directors of the corporation to consist of not
less than three (3) members. No less than one-third of the members of the Board
of Directors shall be residents of the State of Hawaii, and in the absence of
such one-third membership the Board of Directors shall not function. The members
of the Board of Directors shall be elected or appointed at such times, in such
manner and for such terms as may be prescribed by the By-Laws which also may
provide for the removal of directors and the filling of vacancies and may
provide that the remaining members of the Board of Directors, although less than
a majority thereof, may by the affirmative vote of the majority of such
remaining members fill vacancies in the Board of Directors, including temporary
vacancies caused by the illness of directors or the temporary absence of
directors from the State of Hawaii. 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
resolutions adopted by the stockholders and to any limitations which may be set
forth in statutory provisions, in these Articles or in the By-Laws. The Board of
Directors, without the approval of the stockholders of the corporation, or of
any percentage thereof, may authorize the borrowing of money or the incurring of
debts, even though as a result thereof the amount of the corporation's
indebtedness may exceed its capital stock.
V
The officers of the corporation shall consist of a President, one or more
Vice Presidents as may be prescribed by the By-Laws, a Secretary, a Treasurer,
and such other officers and assistant officers and agents as may be prescribed
by
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the By-Laws. The officers shall be elected or appointed, hold office and may be
removed as may be prescribed by the By-Laws. The President shall be a director
of the corporation. No other officer and no subordinate officer need be a
director of the corporation. No officer need be a stockholder of the
corporation. Any two or more offices may be held by the same person.
All officers and agents of the corporation, as between themselves and the
corporation, shall have such authority and perform such duties in the management
of the corporation as may be prescribed by the By-Laws, or as may be determined
by resolution of the Board of Directors not inconsistent with the By-Laws.
VI
No contract or other transaction between the corporation and any other
person, firm, corporation, association or other organization, and no act of the
corporation, shall in any way be affected or invalidated by the fact that any of
the directors or officers of the corporation are parties to such contract,
transaction or act or are pecuniarily or otherwise interested in the same or are
directors or officers or members of any such other firm, corporation,
association or other organization; and any director of the corporation who is
also a director or officer of such other firm, corporation, association or
organization may be counted in determining a quorum of any meeting of the Board
of Directors which shall authorize or approve any such contract, transaction or
act, and may vote thereon with like force and effect as if he were in no way
interested therein. Neither any director nor any officer of the corporation,
being so interested in any such contract, transaction or act of the corporation
which shall be approved by the Board of Directors of the corporation, nor any
such other person, firm, corporation, association or other
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organization in which such director or officer may be interested or of which
such officer or director may be a director, officer or member, shall be liable
or accountable to the corporation, or to any stockholder 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.
VII
The capital stock of the corporation shall be $1,000,000.00. The number of
shares of stock that the corporation is authorized to issue shall be 100,000
shares, all of said stock being of the same class. The aggregate par value of
said stock shall be $1,000,000.00, and the par value of each of said shares
shall be $10.00.
The corporation may from time to time increase or extend its capital stock
up to a limit of $10,000,000.00. Any such increase or extension of the capital
stock of the corporation may be represented by any class or classes of stock.
The corporation shall have the power from time to time to issue two or
more classes of stock with the preferences, voting powers, restrictions and
qualifications thereof fixed in the resolutions authorizing the issue thereof.
The corporation shall also have the power to issue fractional shares of its
stock, but no stockholder shall have the right to split whole shares into
fractions or to split fractions. Each fractional share shall entitle the holder
thereof to a fractional vote until consolidated with other fractional shares and
full shares issued therefor, which full shares shall then have all the rights
and privileges of other full shares.
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VIII
The names and mailing addresses of the persons who are to act as the
initial directors and officers of the corporation are as follows:
Directors
Names Mailing Addresses
----- -----------------
Xxxx X. Xxxxxx Drawer 2990
Xxxxxxxx, Xxxxxx 00000
X. X. XxXxxxx Xxxxxx 0000
Xxxxxxxx, Xxxxxx 00000
Xxxxxx Xxxxxxxx Drawer 2990
Xxxxxxxx, Xxxxxx 00000
Officers
Names Mailing Addresses
----- -----------------
Xxxx X. Xxxxxx, President Drawer 2990
Xxxxxxxx, Xxxxxx 00000
X. X. XxXxxxx, Vice President Drawer 2990
and Secretary Xxxxxxxx, Xxxxxx 00000
Xxxxxx Xxxxxxxx, Treasurer Drawer 2990
Xxxxxxxx, Xxxxxx 00000
IX
No stockholder of the corporation shall be liable for any debt of the
corporation beyond any amount which may be due and unpaid upon the par value of
the share or shares held by such stockholder.
X
Service of process may be made upon any officer of the corporation.
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IN WITNESS WHEREOF, said parties have hereunto set their hands the
day and year first above written.
(signed)
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Xxxx X. Xxxxxx
(signed)
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X.X. XxXxxxx
(signed)
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Xxxxxx Xxxxxxxx
12
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 )
)
LANAI COMPANY, INC. )
)
----------------------------------------
ARTICLES OF AMENDMENT
The undersigned, duly authorized officers of LANAI COMPANY, INC., a
Hawaii corporation, hereby certify as follows:
1. The name of the corporation is LANAI COMPANY, INC.
2. The amendment adopted is attached hereto as Exhibit A.
3. The total number of shares outstanding is 100,000 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/ Xxxxx X. Xxxxxx /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx Xxxxx X. Xxxxxx
President Secretary
Lanai Company, Inc. Lanai Company, Inc.
-2-
EXHIBIT A
LANAI COMPANY, INC.
AMENDMENT TO ARTICLES OF INCORPORATION
The Articles of Incorporation of LANAI COMPANY, 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 XI
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."
LANAI COMPANY, INC.
NOTICE TO SHAREHOLDERS
As required by Section 415-48.5 of the Hawaii Revised Statutes
("Section 415-48.5"), notice is hereby given that the Board of Directors of
LANAI COMPANY, INC., a Hawaii corporation (the "Corporation") has proposed an
amendment to the Articles of Incorporation of the Corporation which would
eliminate the personal liability of the directors of the Corporation in certain
actions brought by the shareholders or the Corporation. Section 415-48.5 grants
Hawaii corporations the power to adopt such amendments. The form of the proposed
amendment is enclosed herewith.
If adopted, the proposed amendment will eliminate the personal
liability of directors for monetary damages in actions brought by shareholders
or the Corporation for breach of fiduciary duty as a director. Under Section
415-48.5, however, the personal liability of a director will not be eliminated
or limited for (i) any breach of the director's duty of loyalty to the
Corporation or its shareholders, (ii) any act or omission of the director not
performed in good faith, or which involves intentional misconduct or knowing
violation of law, or which constitutes a wilful or reckless disregard of the
director's fiduciary duty, (iii) the director's wilful or negligent violation of
any provision of the Hawaii Business Corporation Act (Chapter 415, Hawaii
Revised Statutes) regarding payment of dividends or stock purchase or
redemption, or (iv) any transaction from which the director received an improper
benefit.
Under Section 415-48.5, the proposed amendment must be adopted by the
affirmative vote of the holders of two-thirds of the shares represented at a
shareholders' meeting and having voting power; provided that the vote also
constitutes a majority of the shares having voting power.
The Board of Directors believes that the adoption of the proposed
amendment will help to induce qualified persons to serve on the Corporation's
Board of Directors. In the absence of such a provision, it is believed that
qualified persons may decline to serve because of the liability exposure to
which directors of publicly-held corporations are subjected.
If the proposed form of amendment is acceptable, please execute and
return to the Secretary of the Corporation the enclosed form of written consent
adopting the proposed amendment.
If you have any questions on these matters, please contact the President of the
Corporation.
Very truly yours,
BOARD OF DIRECTORS
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
/s/ Xxxxxx X. Xxxxxxx
------------------------------------
Xxxxxx X. Xxxxxxx
/s/ Xxxxx X. Xxxxxx
------------------------------------
Xxxxx X. Xxxxxx
/s/ Xxxxxx Xxx
------------------------------------
Xxxxxx Xxx
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:
LANAI COMPANY, INC
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2. The name of the corporation is changed to:
ZANTE CURRANT, INC.
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3. Total number of shares outstanding is: 100,000
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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
-------------------------------------- ----------------------------------------
(Type/Print Name & Title) (Type/Print Name & Title)
/s/ Xxxxx X. Xxxxxx /s/ J. Xxxxx Xxxxxxxx, Asst. Secretary
-------------------------------------- ----------------------------------------
(Signature of Officer) (Signature of Officer)
