{"id":41493,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/bylaws-alexander-amp-baldwin-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-alexander-amp-baldwin-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-alexander-amp-baldwin-inc.html","title":{"rendered":"Bylaws &#8211; Alexander &#038; Baldwin Inc."},"content":{"rendered":"<pre>                               REVISED BYLAWS OF\n\n                           ALEXANDER &amp; BALDWIN, INC.\n\n                    (AS AMENDED EFFECTIVE FEBRUARY 22, 2001)\n\n\n\n                                   ARTICLE I\n\n                             PRINCIPAL OFFICE, SEAL\n\n\nSECTION 1.  PRINCIPAL OFFICE.  The principal office of the Corporation shall be\n            ----------------\nin Honolulu, Hawaii; there may be such subordinate or branch offices in such\nplace or places within Hawaii or elsewhere as may be considered necessary or\nrequisite by the Board of Directors to transact the business of the\nCorporation.\n\nSECTION 2.  SEAL.  The Corporation shall have a corporate seal (and one or more\n            ----\nduplicates thereof) of such form and device as the Board of Directors shall\ndetermine.\n\n\n\n\n                                     ARTICLE II\n\n                                    STOCKHOLDERS\n\n\nSECTION 1.  ANNUAL MEETINGS.  The annual meeting of the stockholders of the\n            ---------------\nCorporation shall be held on such date and at such time and place as shall be\ndesignated from time to time by the Board of Directors or the President.  The\nannual meeting shall be a general meeting and at such meeting any business\nwithin the powers of the Corporation may be transacted without special notice\nof such business, except as may be required by law, by the Articles of\nAssociation, or by these Bylaws.\n\nSECTION 2.  SPECIAL MEETINGS.  Special meetings of the stockholders may be held\n            ----------------\nat any time.  Such meetings shall be held upon the call of the Chairman of the\nBoard, if appointed, the President or a majority of the directors then in\noffice and shall not be held upon the call of any other person or persons\nexcept as provided by Section 416-73, Hawaii Revised Statutes.\n\nSECTION 3.  NOTICES OF MEETINGS.  Notices of every meeting of stockholders,\n            -------------------\nwhether annual or special, shall state the place, day, and hour of the meeting,\nwhether it is annual or special, and in the case of any special meeting, shall\nstate briefly the business proposed to be transacted thereat.  Such notice\nshall be given by mailing a written or printed copy thereof, postage prepaid,\nnot less than ten nor more than seventy days before the date assigned for the\nmeeting, to each stockholder entitled to vote at such meeting at his address\nas it appears on the transfer books of the Corporation.  Upon notice being\ngiven in accordance with the provisions hereof, the failure of any stockholder\nto receive actual notice of any meeting shall not, in any way, invalidate the\nmeeting or the proceedings thereat.\n\nSECTION 4.  QUORUM.  At all meetings of stockholders the presence in person or\n            ------\nby proxy of stockholders owning a majority of all of the shares of stock issued\nand outstanding and entitled to vote at said meeting shall constitute a quorum,\nand the action of the holders of a majority of the shares of stock present or\nrepresented at any meeting at which a quorum is present, shall be valid and\nbinding upon the Corporation and its stockholders, except as otherwise provided\nby law, by the Articles of Association, or by these Bylaws.\n\nSECTION 5.  VOTING, PROXIES.  At any meeting of the stockholders, each\n            ---------------\nstockholder, except where otherwise provided by the clauses and terms\napplicable to the stock held by such stockholder, shall be entitled to vote in\nperson or by proxy appointed by an instrument in writing subscribed by such\nstockholder or his duly authorized attorney and filed with the Secretary, and\nshall have one vote for each share of voting stock registered in his name at\nthe close of business on such record date as may be fixed by the Board of\nDirectors.  In the case of an adjourned meeting, unless otherwise provided by\nthe Board of Directors, the record date for the purpose of voting at such\nadjourned meeting shall be the same as the original record date fixed for the\noriginal meeting.  When voting stock is transferred into the name of a pledgee\nunder a pledge agreement, the pledgor shall have the right to vote such stock\nunless prior to the meeting the pledgee or his authorized representative shall\nfile with the Secretary written authorization from the pledgor authorizing\nsuch pledgee to vote such stock.  An executor, administrator, guardian, or\ntrustee may vote stock of the Corporation held by him in such capacity at all\nmeetings, in person or by proxy, whether or not such stock shall have been\ntransferred into his name on the books of the Corporation, but if such stock\nshall have not been so transferred, he shall, if requested as a prerequisite\nto so voting, file with the Secretary a certified copy of his letters as such\nexecutor, administrator or guardian or evidence of his appointment or authority\nas such trustee.  If there be two or more executors, administrators, guardians,\nor trustees, any one of them may vote the stock in person or by proxy.  The\ninstrument appointing a proxy shall be signed by the appointer, or if such\nappointer is a corporation, by the proper officers thereof, provided that\nminor variations between such signature and the name of the appointer as it\nappears upon the stock books of the Corporation, or in the case of a\ncorporation, failure to affix the corporate seal, shall not invalidate the\nproxy and, provided further, that if a proxy is appointed by telecopy, telex,\ndatagram, cable or radiogram, the typewritten signature of the appointer shall\nbe sufficient.  Unless expressly limited by its terms, every instrument\nappointing a proxy shall continue in full force and effect until a written\nrevocation thereof shall be filed with the Secretary.  It is expressly provided\nthat the provisions of Section 416-77 of the Corporation Law of Hawaii, Title\n23 of Hawaii Revised Statutes, shall not be applicable to any annual or\nspecial meeting of stockholders of the Corporation.\n\nSECTION 6.  ELECTION OF DIRECTORS.  Unless otherwise specifically required by\n            ---------------------\nlaw (upon the demand of one or more shareholders or otherwise) or by the\nCorporation's Articles of Association, there shall be no cumulative voting in\nthe election of directors.\n\nSECTION 7.  ACTION AT MEETINGS OF STOCKHOLDERS.  No business may be transacted\n            ----------------------------------\nat an annual meeting of stockholders, other than business that is either\n(a) specified in the notice of meeting (or any supplement thereto) given by or\nat the direction of the Board of Directors, (b) otherwise properly brought\nbefore the annual meeting by or at the direction of the Board of Directors or\n(c) otherwise properly brought before the annual meeting by any stockholder of\nthe Corporation (i) who is a stockholder of record on the date of the giving of\nthe notice provided for in this Section 7 and on the record date for the\ndetermination of stockholders entitled to vote at such annual meeting and\n(ii) who complies with the notice procedures set forth in this Section 7.\n\nIn addition to any other applicable requirements, for business properly to be\nbrought before an annual meeting by a stockholder, such stockholder must have\ngiven timely notice thereof in proper written form to the Chairman of the\nBoard, if any, the President, or the Secretary of the Corporation.\n\nTo be timely, a stockholder's notice must be delivered to or mailed and\nreceived at the principal executive offices of the Corporation not less than\nninety (90) days nor more than one hundred twenty (120) days prior to the\nanniversary date of the immediately preceding annual meeting of stockholders;\nprovided, however, that in the event that the annual meeting is called for a\n--------  -------\ndate that is not within thirty (30) days before or after such anniversary\ndate, notice by the stockholder in order to be timely must be so received not\nlater than the close of business on the tenth (10th) day following the day on\nwhich such notice of the date of the annual meeting was mailed or such public\ndisclosure of the date of the annual meeting was made, whichever first occurs.\n\nTo be in proper written form, a stockholder's notice must set forth as to each\nmatter such stockholder proposes to bring before the annual meeting (i) a brief\ndescription of the business desired to be brought before the annual meeting and\nthe reasons for conducting such business at the annual meeting, (ii) the name\nand record address of such stockholder, (iii) the class or series and number of\nshares of capital stock of the Corporation which are owned beneficially or of\nrecord by such stockholder, (iv) a description of all arrangements or\nunderstandings between such stockholder and any other person or persons\n(including their names) in connection with the proposal of such business by\nsuch stockholder and any material interest of such stockholder in such business\nand (v) a representation that such stockholder intends to appear in person or\nby proxy at the annual meeting to bring such business before the meeting.\n\nNo business shall be conducted at the annual meeting of stockholders except\nbusiness brought before the annual meeting in accordance with the procedures\nset forth in this Section 7, provided, however, that, once business has been\n                             --------  -------\nbrought properly before the annual meeting in accordance with such procedures,\nnothing in this Section 7 shall be deemed to preclude discussion by any\nstockholder of any such business.  If the Chairman of an annual meeting\ndetermines that business was not brought properly before the annual meeting in\naccordance with the foregoing procedures, the Chairman shall declare to the\nmeeting that the business was not brought properly before the meeting and such\nbusiness shall not be transacted.\n\nThe business transacted at any special meeting of stockholders called in the\nmanner set forth in Article II, Section 2 hereof shall be confined to the\nbusiness stated in the notice of meeting, as determined by the person or\npersons calling such meeting.\n\nSECTION 8.  ADJOURNMENT.  Any meeting of stockholders, whether annual or\n            -----------\nspecial, and whether a quorum be present or not, may be adjourned from time to\ntime by the Chairman thereof, with the consent of the holders of a majority of\nall of the shares of stock present or represented at such meeting, and entitled\nto vote thereat, without notice other than the announcement at such meeting.\nAt any such adjourned meeting at which a quorum shall be present, any business\nmay be transacted which might have been transacted at the original meeting as\noriginally called and noticed.\n\n\n\n\n                                     ARTICLE III\n\n                                 BOARD OF DIRECTORS\n\n\nSECTION 1.  NUMBER AND TERM OF OFFICE.  The Board of Directors shall consist of\n            -------------------------  \nnot less than five directors, the exact number of directors to be determined\nfrom time to time by resolution adopted by the affirmative vote of a majority\nof the directors then in office.  The Directors, except as otherwise in these\nBylaws provided, shall hold office until the annual meeting held next after\ntheir election and until their respective successors, if any, shall have been\nelected.  The number of directors constituting the Board may be increased by\nthe Board of Directors from time to time during the period between annual\nmeetings.\n\nNo person shall be elected as a director at any annual meeting or special\nmeeting who has achieved the age of seventy-two years prior to such annual or\nspecial meeting; provided, however, that this provision shall not be applicable\nto any person who, prior to such annual or special meeting, has served as Chief\nExecutive Officer of the Corporation for a period of not less than five years.\n\nOnly persons who are nominated in accordance with the following procedures\nshall be eligible for election as directors of the Corporation.  Nominations of\npersons for election to the Board of Directors may be made at any annual\nmeeting of stockholders, or at any special meeting of stockholders called in\nthe manner set forth in Article II, Section 2 hereof for the purpose of\nelecting directors, (a) by or on behalf of the Board of Directors or (b) by any\nstockholder of the Corporation (i) who is a stockholder of record on the date\nof the giving of the notice provided for in this Section 1 and on the record\ndate for the determination of stockholders entitled to vote at such meeting\nand (ii) who complies with the notice procedures set forth in this Section 1.\n\nIn addition to any other applicable requirements, for a nomination to be made\nby a stockholder, such stockholder must have given timely notice thereof in\nproper written form to the Chairman of the Board, if any, the President, or\nthe Secretary of the Corporation.\n\nTo be timely, a stockholder's notice must be delivered to or mailed and\nreceived at the principal executive offices of the Corporation (a) in the case\nof an annual meeting, not less than sixty (60) days nor more than ninety (90)\ndays prior to the anniversary date of the immediately preceding annual meeting\nof stockholders; provided, however, that in the event that the annual meeting\n                 --------  -------\nis called for a date that is not within thirty (30) days before or after such\nanniversary date, notice by the stockholder in order to be timely must be so\nreceived not later than the close of business on the tenth (10th) day following\nthe day on which such notice of the date of the annual meeting was mailed or\nsuch public disclosure of the date of the annual meeting was made, whichever\nfirst occurs; and (b) in the case of a special meeting of stockholders called\nin the manner set forth in Article II, Section 2 hereof for the purpose of\nelecting directors, not later than the close of business on the tenth (10th)\nday following the day on which notice of the date of the special meeting was\nmailed or public disclosure of the date of the special meeting was made,\nwhichever first occurs.\n\nTo be in proper written form, a stockholder's notice must set forth (a) as to\neach person whom the stockholder proposes to nominate for election as a\ndirector (i) the name, age, business address and residence address of the\nperson, (ii) the principal occupation or employment of the person, (iii) the\nclass or series and number of shares of capital stock of the Corporation which\nare owned beneficially or of record by the person and (iv) any other informa-\ntion relating to the person that would be required to be disclosed in a proxy\nstatement or other filings required to be made in connection with solicitations\nof proxies for election of directors pursuant to Section 14 of the Securities\nExchange Act of 1934, as amended (the \"Exchange Act\"), and the rules and\nregulations promulgated thereunder; and (b) as to the stockholder giving the\nnotice (i) the name and record address of such stockholder, (ii) the class\nor series and number of shares of capital stock of the Corporation which are\nowned beneficially or of record by such stockholder, (iii) a description of all\narrangements or understandings between such stockholder and each proposed\nnominee and any other person or persons (including their names) pursuant to\nwhich the nomination(s) are to be made by such stockholder, (iv) a\nrepresentation that such stockholder intends to appear in person or by proxy at\nthe meeting to nominate the persons named in its notice and (v) any other\ninformation relating to such stockholder that would be required to be disclosed\nin a proxy statement or other filings required to be made in connection with\nsolicitations of proxies for election of directors pursuant to Section 14 of\nthe Exchange Act and the rules and regulations promulgated thereunder.  Such\nnotice must be accompanied by a written consent of each proposed nominee to\nbeing named as a nominee and to serve as a director if elected.\n\nNo person shall be eligible for election as a director of the Corporation\nunless nominated in accordance with the procedures set forth in this Section 1.\nIf the Chairman of the meeting determines that a nomination was not made in\naccordance with the foregoing procedures, the Chairman shall declare to the\nmeeting that the nomination was defective and such defective nomination shall\nbe disregarded.\n\nThe directors may, at any time upon the affirmative vote of a majority of the\ndirectors then in office, be divided into two or three classes, designated\nClass I, Class II and, if any, Class III.  The aggregate number of directors to\nbe divided into classes shall be fixed by the affirmative vote of a majority of\nthe directors then in office, but shall not be less than five directors, or\nsuch higher or lower number as may be permitted by the Articles of Association.\nEach class shall consist, as nearly as may be possible, of one-half or\none-third, as the case may be, of the total number of directors constituting\nthe entire Board.  Each initial director in Class I shall hold office until the\nfirst annual meeting of stockholders following the director's election; each\ninitial director in Class II shall hold office until the second annual meeting\nof stockholders following the director's election; and each initial director in\nClass III, if any, shall hold office until the third annual meeting of\nstockholders following the director's election.  At each succeeding annual\nmeeting of stockholders, successors to the class of directors whose term\nexpires at that annual meeting shall be elected for a two- or three-year term,\nas the case may be.  If the number of directors is changed, any increase or\ndecrease shall be apportioned among the classes so as to maintain the number\nof directors in each class as nearly equal as possible, and any additional\ndirector of any class elected to fill a vacancy resulting from an increase in\nsuch class shall hold office for a term that shall coincide with the remaining\nterm of that class, but in no case will a decrease in the number of directors\nshorten the term of any incumbent director.  A director shall hold office until\nthe annual meeting for the year in which the director's term expires and until\nthe director's successor shall be elected, subject, however, to prior death,\nresignation, retirement, disqualification or removal from office.  Any vacancy\non the Board of Directors shall be filled by resolution adopted by a majority\nof the directors then in office.  Any director elected to fill a vacancy not\nresulting from an increase in the number of directors shall have the same\nremaining term as that of the director's predecessor.\n\nNotwithstanding the foregoing, whenever the holders of any one or more classes\nor series of preferred stock issued by the Corporation shall have the right,\nvoting separately by class or series, to elect directors at an annual or\nspecial meeting of stockholders, the election, term of office, filling of\nvacancies and other features of such directorship shall be governed by the\nterms of the Articles of Association applicable thereto, and such directors so\nelected shall not be divided into classes pursuant to this Section unless\nexpressly provided by such terms.\n\nSECTION 2.  REMOVAL OF DIRECTORS.  At any annual meeting or any special meeting\n            --------------------\nof stockholders duly called in accordance with these Bylaws for the purpose,\nany director may be removed from office only for cause by the affirmative vote\nof the holders of a majority of all of the shares of capital stock of the\nCorporation outstanding and entitled to vote, and another person may be elected\nin his place to serve for the remainder of his term.  In case any vacancy so\ncreated shall not be filled by the stockholders at such meeting, such vacancy\nmay be filled by the Board of Directors.\n\nIn addition, any director may be removed for cause at any time by the\naffirmative vote of a majority of the other directors then in office.  Any\nvacancy in the Board of Directors created pursuant to the preceding sentence\nmay be filled by the remaining directors as provided in Section 6 of this\nArticle III.\n\nSECTION 3.  REGISTRATION, MEETINGS, NOTICE.\n            ------------------------------\n\n(a)  Each director shall, upon election to such office, register with the\n     Corporation his mailing address.\n\n(b)  The Board of Directors shall, without any notice being given, hold a\n     meeting for the purpose of organization as soon as may be after each\n     annual meeting of stockholders.\n\n(c)  The Board of Directors may, in its discretion, schedule regular meetings\n     of the Board to be held at a stated time and place and no notice, written\n     or otherwise, of such meetings shall be required.  The Board of Directors\n     may, in its discretion, alter the time and place for such regular meetings\n     from time to time.\n\n(d)  Special meetings of the Board of Directors may be called by the Chairman\n     of the Board of Directors, or in the absence of the Chairman, or if no\n     Chairman shall have been appointed, at the call of the President, and in\n     any case, at the call of any two Directors.\n\n(e)  The Secretary shall give notice of every special meeting of the Board of\n     Directors orally or by mailing or delivering a copy of the same to each\n     Director at his registered mailing address, not less than twenty-four\n     hours prior to any such meeting.  Such notice shall constitute full legal\n     notice of any special meeting, whether actually received or not.  No\n     special meeting and no business transacted at any such meeting shall be\n     invalidated or in any way affected by the failure of the Secretary to give\n     notice of such meeting to any director, or of any director to receive such\n     notice, if a quorum of the directors shall be present at such meeting.\n\nSECTION 4.  QUORUM, VOTING, ADJOURNMENT.  A majority of the Board of Directors\n            ---------------------------\nin office from time to time shall constitute a quorum for the transaction of\nany business.  The act of a majority of the directors present at a meeting at\nwhich a quorum is present shall be the act of the Board of Directors, except as\notherwise provided in these Bylaws.  In the absence of a quorum, the Chairman\nor a majority of the Directors present may adjourn the meeting from time to\ntime without further notice until a quorum shall be had.\n\nSECTION 5.  ACTION WITHOUT A MEETING.  Any action required or permitted to be\n            ------------------------\ntaken by the Board of Directors or any committee thereof may be taken without\na meeting if all of the members of the Board of Directors or all of the members\nof the committee, as the case may be, shall consent in writing to the action\ntaken or to be taken at any time before or after the intended effective date of\nsuch action.  Such consent shall be filed with the minutes of the meetings of\nthe Board of Directors or committee, as the case may be, and shall have the\nsame effect as a unanimous vote.\n\nSECTION 6.  PERMANENT VACANCIES.  If any permanent vacancy shall occur in the\n            -------------------\nBoard of Directors through death, resignation, removal or other cause, the\nremaining directors, by the affirmative vote of a majority of directors then\nin office, may elect a successor director to hold office for the unexpired\nportion of the term of the director whose place shall be vacant.\n\nSECTION 7.  TEMPORARY VACANCIES, SUBSTITUTE DIRECTORS.  If any temporary\n            -----------------------------------------\nvacancy shall occur in the Board of Directors through the absence, sickness or\ndisability of any director, the remaining directors, whether constituting a\nmajority or a minority of the whole Board, may by the affirmative vote of a\nmajority of such remaining directors appoint some person as a substitute\ndirector, who shall be a director during such absence, sickness or disability\nand until such director shall return to duty or the office of such director\nshall become permanently vacant.  The determination of the Board of Directors,\nas shown on the minutes, of the fact of such absence, sickness or disability\nshall be conclusive as to all persons and to the Corporation.\n\nSECTION 8.  EXPENSES AND FEES.  By resolution of the Board of Directors, such\n            -----------------\ncompensation, fees and expenses as the Board may from time to time determine\nshall be allowed and paid to directors for services on the Board of any\nCommittee created by the Board, provided that nothing herein contained shall\nbe construed to preclude any director from serving the Corporation in any other\ncapacity and receiving compensation therefor.\n\nSECTION 9.  COMMITTEES.  The Board of Directors may create such committees\n            ----------\n(including an executive committee or committees) consisting of such members of\nthe Board of Directors as the Board of Directors may designate from time to\ntime.  The authorities and powers of each committee shall be as prescribed\nfrom time to time by the Board of Directors.  Each committee may make its own\nrules of procedure unless otherwise prescribed by the Board of Directors.\n\nSECTION 10.  ELECTION OF PERSONS TO FILL DIRECTORSHIPS ESTABLISHED DURING THE\n             ----------------------------------------------------------------\nPERIOD BETWEEN ANNUAL MEETINGS.  The election of persons to fill directorships\n------------------------------\nestablished by the Board of Directors by an increase in the size of the Board\nshall be either by (a) the affirmative vote of a majority of the directors\nthen in office or (b) a vote of stockholders at a special meeting of\nstockholders called for such purpose.  Persons elected to newly-established\ndirectorships shall hold office until the annual meeting of stockholders held\nnext after their election and until their respective successors, if any,\nshall have been elected.\n\nSECTION 11.  LIMITATIONS ON NUMBER OF DIRECTORS.  The only limitation on the\n             ----------------------------------\npower and authority of the Board of Directors to determine the number of\ndirectors is that there shall be not less than five directors.  There shall be\nno other limitations, whether numerical, based on percentage increase or\ndecrease in the number of directors, or otherwise, on the power and authority\nof the Board of Directors to determine the number of directors.\n\n\n\n                                   ARTICLE IV\n\n                        OFFICERS, MANAGEMENT AND AUDITOR\n\n\nSECTION 1.  APPOINTMENT, TERM, REMOVAL.  The officers of the Corporation shall\n            --------------------------\nbe the President, one or more vice presidents, the Secretary, the Treasurer,\nthe Controller and in addition thereto, in the discretion of the Board of\nDirectors, a Chairman of the Board, one or more assistant secretaries, one or\nmore assistant treasurers, and such other officers, with such duties, as the\nBoard of Directors shall from time to time determine.  All officers shall be\nappointed annually by the Board of Directors and, subject to removal as\nhereinafter provided, shall serve until their respective successors shall have\nbeen appointed.  Any officer shall be subject to removal at any time, with or\nwithout cause, by the affirmative vote of the majority of the whole Board.  One\nperson may hold more than one office.  The Board of Directors may, in its\ndiscretion, appoint acting or temporary officers, and may appoint officers to\nfill vacancies occurring for any reason whatsoever, and may, in its discretion,\nfrom time to time limit or enlarge the duties and powers of any officer\nappointed by it.\n\nSECTION 2.  CHAIRMAN OF THE BOARD.  The Chairman of the Board, if appointed,\n            ---------------------\nshall preside at all meetings of the stockholders and the Board of Directors\nunless otherwise prescribed by the Board.  He shall also exercise such powers\nand perform such other duties as may be assigned to him by the Articles of\nAssociation or these Bylaws or by resolution of the Board of Directors.\n\nSECTION 3.  THE PRESIDENT.  The President (in the absence of the Chairman of\n            -------------\nthe Board, if appointed) shall preside at all of the meetings of the stock-\nholders and Board of Directors.  He shall be responsible for the general\nmanagement and supervision of the operations and affairs of the corporation\nunless otherwise prescribed by the Board of Directors.  He shall also exercise\nsuch powers and perform such other duties as may be assigned to him by the\nArticles of Association or these Bylaws or by resolution by the Board of\nDirectors.\n\nSECTION 4.  THE VICE PRESIDENT OR VICE PRESIDENTS.  The Vice President or Vice\n            -------------------------------------\nPresidents shall, in such order as the Board of Directors shall determine,\nperform all the duties and exercise all of the powers of the President provided\nby these Bylaws or otherwise, during the absence or disability of the President\nor whenever the office of President shall be vacant, and shall perform all\nother duties assigned to him or them by the Board of Directors.\n\nSECTION 5.  THE SECRETARY.  The Secretary shall attend all meetings of the\n            -------------\nstockholders, the Board of Directors, and, if created, the Executive Committee,\nand shall have responsibility for preparation and custody of the minutes of\nsuch meetings and for authenticating records of the Corporation.  He shall give\nnotice, in conformity with these Bylaws, of meetings of stockholders and, where\nrequired, of the Board of Directors.  In the absence of the Chairman of the\nBoard of Directors and of the President and the Vice President or vice\npresidents, if more than one, he shall have power to call such meetings and\nshall preside thereat until a president pro tempore shall be chosen.\n\nThe Secretary shall keep, or cause to be kept, at the principal office of the\nCorporation or at the office of the Corporation's stock transfer agent, a share\nregister, or a duplicate share register, showing the names of the stockholders\nand their addresses, the number and classes of shares held by each, the number\nand date of cancellation of every certificate surrendered for cancellation.\nThe Secretary shall perform all other duties incident to his office, or which\nmay be assigned to him by the Board of Directors or the President or the\nBylaws.\n\nSECTION 6.  THE TREASURER.  The Treasurer shall have custody of all the funds,\n            -------------\nnotes, bonds and other investments of the Corporation.  He shall deposit or\ncause to be deposited in the name of the Corporation all monies and other\nvaluable effects in such banks, trust companies, or other depositories as shall\nfrom time to time be designated by the Board of Directors.  He shall make such\ndisbursements as the regular course of the business of the Corporation may\nrequire or the Board of Directors may order.  He shall render to the President\nand Directors, whenever they request it, an account of all of the transactions\nas Treasurer, and shall have such other powers and perform such other duties as\nmay be prescribed by the Board of Directors or the President or the Bylaws.\n\nSECTION 7.  ASSISTANT SECRETARY AND ASSISTANT TREASURER.  The Assistant\n            -------------------------------------------\nSecretary or assistant secretaries and the Assistant Treasurer or assistant\ntreasurers, if appointed, shall, in such order as the Board of Directors may\ndetermine, perform all of the duties and exercise all of the powers of the\nSecretary and Treasurer, respectively, during the absence or disability of, and\nin the event of a vacancy in the office of, the Secretary or Treasurer,\nrespectively, and shall perform all of the duties assigned to him or them by\nthe President, the Secretary in the case of assistant secretaries, the\nTreasurer in the case of the assistant treasurers, or the Board of Directors.\n\nSECTION 8.  ABSENCE OF OFFICERS.  In the absence or disability of the President\n            -------------------\nand the Chairman of the Board, if appointed, and the Vice President or vice\npresidents, if more than one, the duties of the President (other than the\ncalling of meetings of the stockholders and the Board of Directors) shall be\nperformed by such persons as may be designated for such purpose by the Board of\nDirectors.  In the absence or disability of the Secretary and of the Assistant\nSecretary or assistant secretaries, if more than one, or of the Treasurer and\nthe Assistant Treasurer or assistant treasurers, if more than one, the duties\nof the Secretary or of the Treasurer, as the case may be, shall be performed by\nsuch person or persons as may be designated for such purpose by the Board of\nDirectors.\n\nSECTION 9.  AUDITOR.  The Auditor shall audit the books and accounts of the\n            -------\nCorporation at such time or times as may be required by the Board of Directors,\nbut in any event not less often than annually, and shall certify his findings\nand report thereon in writing to the stockholders.  The Auditor shall make such\nother audits, examinations and reports as the Board of Directors shall\ndetermine from time to time.\n\nSECTION 10.  CONTROLLER.  The Controller shall have custody of and supervise\n             ----------\nand control the keeping of the accounts and books of this Corporation, and\nshall develop records and procedures for control of costs; maintain proper\ntax records and supervise the preparation of tax returns, develop procedures\nfor internal auditing and maintain proper relationships with the external\nauditors designated by the stockholders; administer programs relating to\ncapital expenditure and operating budgets, prepare the financial statements\nof the Company, and perform such other duties as the President may from time\nto time determine.\n\n\n\n                                   ARTICLE V\n\n                            EXECUTION OF INSTRUMENTS\n\n\nSECTION 1.  PROPER OFFICERS.  Except as hereinafter provided, or as required by\n            ---------------\nlaw, all checks, drafts, notes, bonds, acceptances, deeds, leases, contracts,\nbills of exchange, orders for the payment of money, licenses, endorsements,\nstock powers, powers of attorney, proxies, waivers, consents, returns, reports,\napplications, notices, mortgages, and other instruments or writings of any\nnature which require execution on behalf of the Corporation, shall be signed or\nendorsed by such person or persons and in such manner as the Board of Directors\nmay determine from time to time by resolution.\n\nSECTION 2.  FACSIMILE SIGNATURES.  The Board of Directors may, from time to\n            --------------------\ntime, by resolution provide for the execution of any corporate instrument or\ndocument, including, but not limited to, checks, warrants, drafts, and other\norders for the payment of money, by a mechanical device or machine or by the\nuse of facsimile signatures under such terms and conditions as shall be set\nforth in such resolution.\n\n\n\n\n                                   ARTICLE VI\n\n                       VOTING OF STOCK BY THE CORPORATION\n\n\nIn all cases where the Corporation owns, holds, or represents under power of\nattorney or by proxy or in any other representative capacity shares of capital\nstock of any corporation or shares or interests in business trusts,\nco-partnerships, or other associations, such shares or interest shall be\nrepresented or voted in person or by proxy by the Chairman of the Board (if\nalso Chief Executive Officer) or in the absence of the Chairman of the Board\n(or if such person is not also Chief Executive Officer) by the President, or\nin his absence by the Vice President, or if there be more than one vice\npresident present, then by such vice president as the Board of Directors shall\nhave designated as Executive Vice President, or failing any such designation,\nby any vice president, or in the absence of any vice president, by the\nTreasurer, or in his absence, by the Secretary; provided, however, that any\nperson specifically appointed by the Board of Directors for the purpose shall\nhave the right and authority to represent and vote such shares or interests\nwith precedence over all of the above-named.\n\n\n\n\n\n                                  ARTICLE VII\n\n                                 CAPITAL STOCK\n\n\nSECTION 1.  CERTIFICATES OF STOCK.  The certificates of stock of each class\n            ---------------------\nshall be in such form and of such device as the Board of Directors may, from\ntime to time, determine.  They shall be signed by the Chairman of the Board, if\nappointed, or the President or a vice president and by the Treasurer or the\nSecretary or an assistant treasurer or assistant secretary and shall bear the\ncorporate seal, provided, however, that the Board of Directors in its\ndiscretion may provide that any certificate which shall be signed by a transfer\nagent or by a registrar may be sealed with only the facsimile seal of the\nCorporation and may be signed with only the facsimile signatures of the\nofficers above designated.  In case any officer who has signed or whose\nfacsimile signature has been placed upon any certificate shall have ceased to\nbe such officer before such certificate is issued, such certificate may,\nnevertheless, be issued with the same effect as if such officer had not ceased\nto be such at the date of its issue.  Certificates shall not be issued for nor\nshall there be registered any transfer of any fraction of a share.  In the\nevent that fractional parts of or interests in any share shall result in any\nmanner from any action by the stockholders or directors of the Corporation,\nthe Treasurer may sell the aggregate of such fractional interests under such\nreasonable terms and conditions as the Treasurer shall determine subject,\nhowever, to the control of the Board of Directors, and distribute the proceeds\nthereof to the person or persons entitled thereto.\n\nSECTION 2.  HOLDER OF RECORD.  The Corporation shall be entitled to treat the\n            ----------------\nperson whose name appears on the stock books of the Corporation as the owner of\nany share, as the absolute owner thereof for all purposes, and shall not be\nunder any obligation to recognize any trust or equity or equitable claim to or\ninterest in such share, whether or not the Corporation shall have actual or\nother notice thereof.\n\nSECTION 3.  TRANSFER OF STOCK.  Transfer of stock may be made in any manner\n            -----------------\npermitted by law, but no transfer shall be valid (except between the parties\nthereto) until the transfer shall have been duly recorded in the stock books of\nthe Corporation and a new certificate issued.  No transfer shall be entered in\nthe stock books of the Corporation, nor shall any new certificate be issued\nuntil the old certificate, properly endorsed, shall be surrendered and\ncanceled.\n\nSECTION 4.  CLOSING OF TRANSFER BOOKS.  The Board of Directors shall have power\n            -------------------------\nfor any corporate purpose from time to time to close the stock transfer books\nof the Corporation for a period not exceeding thirty consecutive business days,\nprovided, however, that in lieu of closing the stock transfer books as\naforesaid, the Board of Directors may fix a record date for the payment of any\ndividend or for the allotment of rights or for the effective date of any\nchange, conversion or exchange of capital stock or in connection with obtaining\nthe consent of stockholders in any matter requiring their consent or for the\ndetermination of the stockholders entitled to notice of or to vote at any\nmeeting of stockholders, and in any such case, only such stockholders as shall\nbe stockholders of record on the record date so fixed shall be entitled to the\nrights, benefits and privileges incident to ownership of the shares of stock\nfor which such record date has been fixed, notwithstanding any transfer of\nstock on the books of the corporation after such record date.\n\nSECTION 5.  LOST CERTIFICATES.  The Board of Directors may, subject to such\n            -----------------\nrules and regulations as it may adopt from time to time, order a new\ncertificate or certificates of stock to be issued in the place of any\ncertificate or certificates of stock of the Corporation alleged to have been\nlost or destroyed, but in every such case, the owner of the lost or destroyed\ncertificate or certificates shall be required to file with the Board of\nDirectors or the stock transfer agent of the Corporation sworn evidence showing\nthe facts connected with such loss or destruction.  The Board of Directors may,\nin its discretion, further require that a notice or notices shall be published\nnot less than once each week for three consecutive weeks or for such other\nlength of time as the Board of Directors may provide in any special case in one\nor more newspapers of general circulation, which notice shall describe the lost\nor destroyed certificate, seek its recovery and warn all persons against\nnegotiating, transferring or accepting the same.  Unless the Board of Directors\nshall otherwise direct, the owner of the lost or destroyed certificate shall be\nrequired to give to the Corporation a bond or undertaking in such sum, in such\nform, and with such surety or sureties as the Board of Directors may approve,\nto indemnify the Corporation against any loss, damage, or liability that the\nCorporation may incur by reason of the issuance of a new certificate or\ncertificates.  Nothing in this section contained shall impair the right of the\nBoard of Directors, in its discretion, to refuse to replace any allegedly lost\nor destroyed certificate, save upon the order of the court having jurisdiction\nin the matter.\n\nSECTION 6.  STOCK RIGHTS AND OPTIONS.  The Corporation may create and issue,\n            ------------------------\nwhether or not in connection with the issuance and sale of any of its shares or\nother securities, rights or options entitling the holders thereof to purchase\nfrom the Corporation shares of any class or classes.  Such rights or options\nshall be evidenced in such manner as the Board shall approve and, subject to\nthe provisions of the Articles of Association, shall set forth the terms upon\nwhich, the time or times within which, and the price or prices at which, such\nshares may be purchased from the Corporation upon the exercise of any right or\noption.  The documents evidencing such rights or options may include conditions\non the exercise of such rights or options, including conditions that preclude\nthe holder or holders, including any subsequent transferees, of at least a\nspecified percentage of the common stock of the Corporation from exercising\nsuch rights or options.  No approval by the stockholders of the Corporation\nshall be required for the issuance of such rights or options to directors,\nofficers or employees of the Corporation or any subsidiary, or to the\nstockholders.\n\nSECTION 7.  CONSIDERATION FOR SHARES.  The Corporation may issue any share of\n            ------------------------\nstock, with or without par value, in consideration of any one or any combina-\ntion of more than one of the following:  money paid; labor done; services\nactually rendered; debts or securities canceled; tangible or intangible\nproperty actually received; amounts transferred to capital from any surplus\nof the Corporation upon the issue of shares as a stock dividend; and such other\nconsideration as may be permitted by Chapter 416, Hawaii Revised Statutes.\nExcept as may be prohibited by Chapter 416, nothing herein is intended to\nprohibit the issuance of shares of stock held as treasury shares by the\nCorporation to any officer, director or employee of the Corporation pursuant to\nany stock bonus plan or plans, in consideration of future services to be\nperformed by such officer, director or employee for the Corporation.\n\nSECTION 8.  VOTING RECORD.  The officer or agent having charge of the\n            -------------\nCorporation's stock transfer books shall make a complete record of the\nstockholders entitled to vote at any meeting of stockholders or adjournment\nthereof, in accordance with the provisions of Section 415-31, Hawaii Revised\nStatutes.  Such record shall be produced and kept open at the time and place of\nthe stockholders' meeting and shall be subject to the inspection of any\nstockholder during the whole time of the meeting for the purposes thereof, and\nsuch record shall not be produced and kept open for such inspection at any\nother time and place, or for copying at any time and place, except in either\ncase as may be required pursuant to Section 415-52, Hawaii Revised Statutes.\n\n\n\n\n                                  ARTICLE VIII\n\n                                   AMENDMENT\n\n\nThese Bylaws may be altered, amended or repealed from time to time by the Board\nof Directors, subject to repeal or change by the affirmative vote of the\nholders of a majority of all of the shares of capital stock of the Corporation\noutstanding and entitled to vote.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6618],"corporate_contracts_industries":[9526],"corporate_contracts_types":[9573,9574],"class_list":["post-41493","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-alexander---baldwin-inc","corporate_contracts_industries-transportation__shipping","corporate_contracts_types-formation","corporate_contracts_types-formation__bylaws"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41493","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41493"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41493"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41493"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41493"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}