**Exhibit3.1**

 

RESTATED

 

ARTICLES OF ASSOCIATION

OF

MAUI LAND & PINEAPPLE COMPANY, INC.

 

(As of May 13, 2010)

 

TheseRestated Articles of Association correctly set forth without change thecorresponding provisions of the Articles of Association as amended through thedate hereof, and pursuant to section 415-64, Hawaii Revised Statutes supersedethe original articles of association and all amendments thereto.

 

W I T N E S S E T H:

 

Thatsaid parties hereto do hereby covenant and agree, each with the others, tobecome associated together as a joint stock company under the laws of saidTerritory to obtain the rights and benefits by said laws conferred upon jointstock companies or corporations, and have made and entered into the followingArticles of Association, the terms whereof it is agreed shall be equallyobligatory upon the parties signing this instrument and upon all others whofrom time to time hereafter may become members of this corporation, and who mayhold stock therein.

 

I.

 

Thename of the corporation shall be “Maui Land & Pineapple Company, Inc.”

 

II.

 

Theplace of the principal office of the corporation shall be at Kahului, Maui,Hawaii; there may be such subordinate or branch offices in such place or placeswithin Hawaii or elsewhere as may be deemed necessary or requisite by the Boardof Directors to transact the business of the corporation, such branch orsubordinate offices to be in charge of such person or persons as may beappointed by the Board of Directors.

 

III.

 

Thepurposes for which said corporation is organized are:

 

(a)           To operate, conduct, engage in andcarry on the business of growing and cultivating pineapples and other fruits,vegetables and all kinds of farm produce and products of the soil; to erect andto maintain canneries, bottling works, packing or preserving establishings,factories and warehouses; to manufacture containers, appliances, machines,instruments and products, and to use, sell and dispose of the same;

 

(b)           To engage in and carry on thebusiness of cattle ranching, dairying and in pursuits producing any and allagricultural products;

 

(c)           To purchase or otherwise acquire,sell, market and generally deal in sugar, sugar cane, sugar beets, molasses,syrups, melada, pineapples, pineapple products, dairy products, ranch productsand agricultural products of any kind or nature, and by-products of any of theforegoing;

 

(d)           To acquire, construct, maintain andoperate pumping plants, irrigation systems, dams and works, for thedevelopment, storage, transmission and utilizing of water, for plantation orother purposes, for its own use and for use of others or for purposes of sale;

 

(e)           To generate, use, sell and supplyheat, power or energy of any kind, electric or otherwise, for heating,lighting, driving or other motive power for any industry or purpose, for itselfor others, for hire or otherwise, and acquire, construct, maintain and use allappropriate plants and systems and their appurtenances for the manufacture,transmission and delivery or use thereof;

 

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(f)            To contract with others for thegrowing, production and manufacture of any agricultural or other products orcommodities suitable for any of the purposes of the corporation, and to makeadvances to others and to take security from others in connection therewith;

 

(g)           To acquire, build, charter, lease orown ships, vessels, lighters, docks and (or) operate the same between the portsof the Hawaiian Islands and the ports of the Hawaiian Islands and other ports;

 

(h)           To own, operate and carry on a storeor stores for the purchase and sale of goods, wares and merchandise andotherwise to deal in the same, and to do a general export and import, wholesaleand retail merchandising business;

 

(i)            To do any of the business or exerciseany of its powers either solely or on its own account or as agent, factor,broker or representative of any other person, company, association orcorporation; and to carry on any of said business or exercise any of the powersaforesaid, either directly or by virtue of ownership or control of the stock orshares of any other company, corporation or enterprise to the fullest extentpermitted by law;

 

(j)            To buy or otherwise acquire, own,hold, use, improve, develop, mortgage, lease or take on lease, sell, convey,and in any and every other manner deal in and with and dispose of real estate,buildings, and other improvements, hereditaments, easements and appurtenancesof every kind in connection therewith, or any estate or interests therein, ofany tenure or description, to the fullest extent permitted by law, and also anyand all kinds of chattels, goods, wares, merchandise, and agricultural,manufacturing and mercantile products and commodities, and patents, licenses,debentures, securities, stocks, bonds, commercial paper, and other forms ofassets, rights and interests and evidences of property or indebtedness,tangible or intangible;

 

(k)           To undertake and carry on anybusiness, investment, transaction, venture or enterprise which may be lawfullyundertaken or carried on by a corporation and any business whatsoever which mayseem to the corporation convenient or suitable to be undertaken wherebydirectly or indirectly to promote any of its general purposes or interests orrender more valuable or profitable any of its property, rights, interests, orenterprises; and, for any of the purposes mentioned in these Articles, toacquire by purchase, lease or otherwise, the property, rights, franchise,assets, business and goodwill of any person, firm, association, or corporationengaged in or authorized to conduct any business or undertaking which may becarried on by this corporation or possessed of any property suitable or usefulfor any of its own purposes, and carry on the same, and undertake all or anypart of the obligations and liabilities in connection therewith, on such termsand conditions and for such consideration as may be agreed upon, and to pay forthe same either all or partly in cash, stocks, bonds, debentures, or otherforms of assets or securities, either of this corporation or otherwise; and toeffect any such acquisition or carry on any business authorized by theseArticles either by directly engaging therein, or indirectly by acquiring theshares, stocks or other securities of such other business or entity, andholding and voting the same and otherwise exercising and enjoying the rightsand advantages incident thereto;

 

Andin furtherance of said purpose and without prejudice to the generality of theforegoing terms, the corporation shall also have the following powers, that isto say:

 

1.             To have succession by its corporatename in perpetuity as hereinafter provided; to sue and be sued in any court; tomake and use a common seal, and alter the same at its pleasure; to hold,purchase and convey such property as the purposes of the corporation shallrequire without limit as to amount, and to mortgage the same to secure any debtof the corporation; to appoint such subordinate officers and/or agents as thebusiness of the corporation shall require, to make and adopt and from time totime amend or repeal By-Laws not inconsistent with any existing law for themanagement of its properties, the election and removal of its officers, theregulation of its affairs and the transfer of its stock;

 

2.             To borrow money or otherwise incurindebtedness with or without security, which indebtedness may at any time andfrom time to time, without any necessity of any authorization or consent of thestockholders of the corporation or any majority thereof, exceed the amount ofthe corporation’s capital stock, and to secure any indebtedness by deed oftrust, mortgage, pledge, hypothecation or other lien upon all or any part ofthe real or personal property of the corporation and to execute bonds,promissory notes, bills of exchange, debentures or other obligations orevidences of indebtedness of all kinds, whether secured or unsecured;

 

3.             To purchase on commission orotherwise, subscribe for, hold, own, sell on commission or otherwise, orotherwise acquire or dispose of and generally to deal in stocks, scrip, bonds,notes, debentures, commercial paper, obligations and securities, including sofar as permitted by law, its own issued shares of capital stock or othersecurities, and also any other securities or evidences of

 

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indebtednesswhatsoever or any interest therein, and while owner of the same to exercise allthe rights, powers and privileges of ownership;

 

4.             To draw, make, accept, endorse,assign, discount, execute and issue all such bills of exchange, bills oflading, promissory notes, dock and other warrants and other instruments to beassignable, negotiable or transferable by delivery or to order, or otherwise,as the business of the corporation shall require;

 

5.             To lend and advance money or togive credit, with or without security, to such persons, firms or corporationsand on such terms as may be thought fit; and if with security then uponmortgages, deeds of trust, pledges or other hypothecations or liens upon real,personal or mixed property, or any right or interest therein or thereto;

 

6.             To aid in any manner anycorporation of which any of the bonds or other securities or evidences ofindebtedness or stock are held by this corporation, and to do any acts or thingsto preserve, protect, improve or enhance the value of any such bonds or othersecurities or evidences of indebtedness or stock, including specifically theright and power to enter into and take the management of any businessenterprise of any kind or nature, and while so managing any such business, todo the acts and things incidental or necessary thereto;

 

7.             To become a member of any generalor limited partnership and to exercise all powers and privileges of a partnerin any such partnership organized for or engaged in any business or carryingout any purpose which the corporation is, under these Articles of Associationand the laws of Hawaii, authorized to engage in or carry out; and to join andengage in business as a member of any joint venture organized for or engaged inany business or carrying out any purpose which the corporation is, under theseArticles of Association and the laws of Hawaii, authorized to engage in orcarry out;

 

8.             To enter into and performcontracts, undertakings, and obligations of every kind and character;

 

9.             To promote, assist, subscribe orcontribute to any association, organization, society, company, institution orobject, charitable or otherwise, calculated to benefit the corporation or anypersons in its employ or having dealings with the corporation, or deemed to befor the common or public welfare, including the erection, operation andmaintenance and/or the aiding and assisting of hospitals, surgeries, clinicsand laboratories;

 

10.           To become a party to and effect a mergeror consolidation with another corporation or other corporations, and to enterinto agreements and relationships not in contravention of law with any persons,firms or corporations;

 

11.           To become surety for or guarantee anydividends, bonds, stocks, contracts, debts, or other obligations orundertakings of any other person, firm or corporation, and to convey, transfer,or assign by way of pledge or mortgage all or any of the corporation’s propertyor rights, both present and future to secure the debts or obligations, presentor future, of such persons, firms or corporation and on such terms andconditions as the corporation may determine.

 

Theforegoing clauses shall be liberally construed, both as to purposes andpowers.  The enumeration herein of the purposesand powers of the corporation shall not be deemed to exclude by inference anypurposes or powers which this corporation is empowered to exercise, whetherexpressly by force of the laws of Hawaii now or hereafter in effect, orimpliedly by the reasonable construction of such laws.

 

IV.

 

(a)           The amount of the authorized capitalstock of the corporation is Forty Three Million (43,000,000) shares of commonstock without par value.

 

(b)           The corporation shall have power fromtime to time to increase and reduce its capital stock and to increase andreduce the par value of its shares of capital stock having a par value and toconvert shares of its capital stock having a par value into shares without parvalue and to convert shares of its capital stock without par value into shareswith par value, all according to law. The corporation shall have power from time to time upon compliance withapplicable law to issue additional classes of capital stock, either with orwithout par value, with such preferences, voting powers, restrictions andqualifications thereof, and subject to such provisions for call and retirementthereof or conversion thereof into common capital stock or into other classesof capital stock, and with such other provisions as shall be fixed in the

 

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resolutionauthorizing the issue thereof, or as shall be determined pursuant to theauthority contained in such resolution in accordance with law.

 

(c)           The holders of the capital stock ofthe corporation having voting rights may, by the vote of the holders of notless than two-thirds of such capital stock outstanding (or if there are two ormore classes of capital stock of the corporation having voting rightsoutstanding, by vote of the holders of two-thirds of each class of capitalstock having voting rights) at any meeting of stockholders of the corporationcalled for the purpose, deny, limit or restrict any right of the stockholdersof the corporation which may exist by virtue of the common law or any statuteor otherwise to subscribe for additional shares of capital stock of thecorporation of any class, whether such additional shares have been authorizedprior to or at such meeting of stockholders, but no such vote shall in any waydeny, limit or restrict any rights previously granted to the holders of anyclass of stock of the corporation in and by the resolution creating andauthorizing such class of stock.

 

(d)           If, whenever and as often as sharesof capital stock of the corporation without par value shall be authorized, theBoard of Directors is authorized and empowered to determine from time to timethe consideration for and the terms and conditions upon which shares of capitalstock of the corporation without par value may be issued and what portion ofsuch consideration shall constitute capital and what portion thereof, if any,shall constitute paid in surplus; subject always to the applicable provisionsof these Articles of Association and the provisions of law.

 

V.

 

(a)           The officers of the corporation shallbe a President, one or more Vice Presidents as may be determined in accordancewith the By-Laws, a Secretary and a Treasurer. The corporation may have such additional officers as may be determinedin accordance with the By-Laws from time to time.  The officers shall have the powers, performthe duties, and be appointed and removable as may be determined in accordancewith the By-Laws.  Any person may holdtwo offices of the corporation if so provided by the By-Laws.

 

(b)           The Board of Directors shall consistof such number of persons, not less than five (5) nor more than nine (9),as shall be determined in accordance with the Bylaws from time to time.  The directors (and alternate directors and/orsubstitute directors, if any) shall be elected or appointed in the mannerprovided in the By-laws and may be removed from office in the manner providedin the By-laws and all vacancies in the office of director shall be filled inthe manner provided for in the By-laws .

 

(c)           All powers and authority of thecorporation shall be vested in and may be exercised by the Board of Directorsexcept as otherwise provided by law, these Articles of Association, or theBy-Laws of the corporation; and in furtherance and not in limitation of saidgeneral powers, the Board of Directors shall have power:  To acquire and dispose of property; toappoint a General Manager, Branch Managers and such other Managers, Officers orAgents of the corporation as in its judgment the business may require, and toconfer upon and to delegate to them by power of attorney or otherwise suchpower and authority as it shall determine; to fix the salaries or compensationof any or all of the officers, agents and employees of the corporation, and inits discretion require security of any of them for the faithful performance ofany of their duties; to declare dividends in accordance with law when it shalldeem it expedient; to make rules and regulations not inconsistent with lawor these Articles of Association or the By-Laws for the transaction ofbusiness; to instruct the officers or agents of the corporation with respectto, and to authorize the voting of stock of other corporations owned or held bythis corporation; to incur such indebtedness as may be deemed necessary, whichindebtedness may exceed the amount of the corporation’s capital stock; tocreate such committees (including an executive committee or committees) and todesignate as members of such committees such persons as it shall determine, andto confer upon such committees such powers and authorities as may by resolutionbe set forth for the purpose of carrying on or exercising any of the powers ofthe corporation; to create and set aside reserve funds for any purpose and toinvest any funds of the corporation in such securities or other property as itmay seem proper; to remove or suspend any officer and generally to do any andevery lawful act necessary or proper to carry into effect the powers, purposesand objects of the corporation.

 

(d)           There shall be an Auditor of thecorporation who shall be elected annually by the stockholders.  The Auditor shall audit the books andaccounts of the corporation and shall certify his findings and report thereon,in writing, to the stockholders at least annually; and shall make such otheraudits and reports as the Board of Directors shall determine from time totime.  The Auditor may be a

 

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person,co-partnership, or, if permitted by law, a corporation.  The Auditor may be removed from office eitherwith or without cause at any time at a special meeting of the stockholderscalled for the purpose, and any vacancy caused by such removal may be filledfor the balance of the unexpired term by the stockholders at a special meetingcalled for the purpose.  In case of avacancy in the office of Auditor other than by removal, the vacancy may befilled for the unexpired term by the Board of Directors or, if a specialmeeting shall be held during the existence of such vacancy, the vacancy may befilled at such special meeting of the stockholders.

 

VI.

 

(a)           No director, officer, employee oragent of the corporation and no person serving at the request of thecorporation as a director, officer, employee or agent of another corporation,partnership, joint venture, trust or other enterprise and no heir, executor oradministrator of any such person shall be liable to this corporation for anyloss or damage suffered by it on account of any action or omission by him assuch director, officer, employee or agent if he acted in good faith and in amanner he reasonably believed to be in or not opposed to the best interests ofthis corporation, unless with respect to an action or suit by or in the rightof the corporation to procure a judgment in its favor such person shall havebeen adjudged to be liable for gross negligence or willful misconduct in theperformance of his duty to this corporation.

 

(b)           (1)           Thecorporation shall indemnify each person who after the adoption of this Article VIis made a party or is threatened to be made a party to any action, suit orproceeding, whether civil, criminal, administrative or investigative (otherthan an action by or in the right of the corporation) by reason of the factthat he is or was a director, officer, employee or agent of the corporation orof any division of the corporation, or is or was serving at the request of thecorporation as a director, officer, employee or agent of another corporation,partnership, joint venture, trust or other enterprise, against expenses(including attorneys’ fees), judgments, fines and amounts paid in settlementactually and reasonably incurred by him in connection with such action, suit orproceeding if he acted in good faith and in a manner he reasonably believed tobe in or not opposed to the best interests of this corporation, and, withrespect to any criminal action or proceeding, had no reasonable cause tobelieve his conduct was unlawful.  Thetermination of any action, suit or proceeding by judgment, order, settlement,conviction, or upon a plea of nolo contendere or its equivalent, shall not ofitself create a presumption that the person did not act in good faith and in amanner which he reasonably believed to be in or not opposed to the bestinterests of this corporation and, with respect to any criminal action orproceeding, had reasonable cause to believe that his conduct was unlawful.

 

(2)           The corporation shall indemnify eachperson who after the adoption of this Article VI is made a party or isthreatened to be made a party to any action or suit by or in the right of thecorporation to procure a judgment in its favor by reason of the fact that he isor was a director, officer, employee or agent of the corporation or of anydivision of the corporation, or is or was serving at the request of thecorporation as a director, officer, employee or agent of another corporation,partnership, joint venture, trust or other enterprise, against expenses(including attorneys’ fees) actually and reasonably incurred by him inconnection with the defense or settlement of such action or suit if he acted ingood faith and in a manner he reasonably believed to be in or not opposed tothe best interests of this corporation and except that no indemnification shallbe made in respect of any claim, issue or matter as to which such person shallhave been adjudged to be liable for gross negligence or willful misconduct inthe performance of his duty to this corporation unless and only to the extentthat the court in which such action or suit was brought shall determine uponapplication that, despite the adjudication of liability but in view of all thecircumstances of the case, such person is fairly and reasonably entitled toindemnity for such expenses which such court shall deem proper.

 

(3)           To the extent that a director,officer, employee or agent of the corporation or of any division of thecorporation, or a person serving at the request of the corporation as adirector, officer, employee or agent of another corporation, partnership, jointventure, trust or other enterprise, has been successful on the merits orotherwise in defense of any action, suit or proceeding referred to inparagraphs (1) and (2) of this section, or in defense of any claim,issue or matter therein, he shall be indemnified against expenses (includingattorneys’ fees) actually and reasonably incurred by him in connectiontherewith.

 

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(4)           Any indemnification under paragraphs (1) and(2) of this section (unless ordered by a court) shall be made by thecorporation unless a determination is made that the director, officer, employeeor agent has failed to meet the applicable standard of conduct set forth inparagraphs (1) and (2). Such determination may be made (i) by theBoard of Directors by a majority vote of a quorum consisting of directors whowere not parties to such action, suit or proceeding; (ii) if such a quorumis not obtainable or even if obtainable a quorum of disinterested directors sodirects by independent legal counsel in a written opinion to the corporation;or (iii) if a quorum of disinterested directors so directs, by a majorityvote of the stockholders.

 

(5)           Expenses incurred in defending acivil or criminal action, suit or proceeding may be paid by the corporation inadvance of the final disposition of such action, suit or proceeding asauthorized by the Board of Directors in a particular case upon receipt of anundertaking by or on behalf of the director, officer, employee or agent torepay such amount unless it shall ultimately be determined that he is entitledto be indemnified by the corporation as authorized in this Article.

 

(6)           The indemnification provided by this Article shallnot be deemed exclusive of any other rights to which those indemnified may beentitled and shall continue as to a person who has ceased to be a director,officer, employee or agent and shall inure to the benefit of the heirs,executors and administrators of such a person.

 

(7)           The benefits and protections ofparagraphs (a) and (b) of this Article shall extend to officers,directors, employees and agents of subsidiary corporations even though suchservice was not at the specific request of this corporation and shall be inaddition to the coverage, if any, provided by such subsidiary.  For purposes of this Article, subsidiarycorporation shall mean any corporation in which this corporation owns more than50% of the outstanding stock or any corporation more than 50% of whoseoutstanding stock is owned by a subsidiary of this corporation.  For purposes of this Article, the term agentshall include those persons acting on behalf of this corporation who (i) arenot otherwise covered by this Article as directors, officers or employeesand (ii) have been specifically designated by the Board of Directors ormanagement of this corporation as being entitled to indemnification hereunder.

 

(8)           The corporation shall have the powerto purchase and maintain insurance on behalf of any person who is or was adirector, officer, employee or agent of the corporation or of any division ofthe corporation, or is or was serving at the request of the corporation as adirector, officer, employee or agent of another corporation, partnership, jointventure, trust or other enterprise, against any liability asserted against himand incurred by him in any such capacity or arising out of his status as such,whether or not the corporation would have the power to indemnify him againstsuch liability under the provisions of this Article.  Any such insurance may be procured from anyinsurance company designated by the Board of Directors, including any insurancecompany in which the corporation shall have any equity or other interest,through stock ownership or otherwise.

 

(9)           This Article shall be effectiveupon its adoption and shall apply to any person or entity covered by this Article withrespect to any event or transaction occurring after adoption.

 

(c) Nocontract, agreement, undertaking or other transaction between the corporationand any other corporation, partnership, joint venture or trust shall beinvalidated or affected in any way by the fact that some or all of the officersand/or directors of the corporation are interested in or are officers,directors, stockholders, partners, joint venturers, trustees or beneficiariesof such other corporation, partnership, joint venture or trust; and anydirector of this corporation who is interested in or is an officer, director,stockholder, partner, joint venturer, trustee or beneficiary of any such othercorporation, partnership, joint venture or trust may be counted in determiningthe existence of a quorum at any meeting of the Board of Directors of thecorporation which shall authorize or approve any such contract, agreement,undertaking or other transaction, and may vote thereat to approve any suchcontract, agreement, undertaking or other transaction with like force andeffect as if he were not interested in, or an officer, director, stockholder,partner, joint venturer, trustee or beneficiary of such other corporation,partnership, joint venture or trust.

 

VII.

 

Theduration of the corporation shall be perpetual.

 

VIII.

 

Serviceof legal process may be made upon the corporation in the manner provided bylaw.

 

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IX.

 

Nostockholder shall be liable for the debts of the corporation beyond the amountwhich may be due and unpaid upon any share or shares of stock of thecorporation owned by him.

 

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