Table of Contents
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549 
FORM 8-K 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 
Date of report (Date of earliest event reported): March 5, 2002 
CALAVO GROWERS, INC.

(Exact Name of Registrant as Specified in Charter)
 	 	 	 	 	
California	 	000-33385 	 	33-0945304	
	 		 		
(State or Other Jurisdiction
of Incorporation)	 	(Commission File
Number) 	 	(IRS Employer
Identification No.)	
2530 Red Hill Avenue, Santa Ana, California 92705

(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (949) 223-1111 
Not Applicable 

(Former Name or Former Address, if Changed since Last Report)

TABLE OF CONTENTS
									
	Item 5. Other Events	
	Item 7. Exhibits	
	Item 9. Regulation FD Disclosure	
SIGNATURE	
Exhibit 99.1	
Exhibit 99.2	

Table of Contents
Item 5. Other Events 
     On February 19, 2002, the Board of Directors of Calavo Growers, Inc. voted in favor of amending the Company’s Bylaws. The Amended and Restated Bylaws amend Article VI of the Bylaws in its entirety by, among other things, eliminating restrictions on the transfer of shares other than transfer restrictions that are imposed by applicable federal and state securities laws. The Amended and Restated Bylaws are provided in this Current Report as Exhibit 99.1. 
Item 7. Exhibits 
 	 	 	
(a)	 	Not Applicable.	
 		
(b)	 	Not Applicable.	
 		
(c)	 	Exhibits	
 		
99.1	 	Amended and Restated Bylaws of Calavo Growers, Inc., a California Corporation	
 		
99.2	 	Press Release dated March 5, 2002, of the Registrant.	
Item 9. Regulation FD Disclosure 
     On March 5, 2002, Calavo Growers, Inc. issued a press release, a copy of which is attached hereto as Exhibit 99.2 and is incorporated herein by reference. 
2 

Table of Contents
SIGNATURE 
     Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. 
 	 	 	
 	Calavo Growers, Inc.,	

March 5, 2002	By: 	/s/ Lecil E. Cole	
 		
 	Lecil E. Cole Chairman of the Board of Directors, Chief Executive Officer and President (Principal Executive Officer)	

 
 		
 	By: 	/s/ Egidio Carbone, Jr.	
 		
 	Egidio Carbone, Jr. Vice President Finance and Corporate Secretary (Principal Financial Officer)	
3 

                                                                    EXHIBIT 99.1

                           AMENDED AND RESTATED BYLAWS

                                       OF

                              CALAVO GROWERS, INC.,

                            A CALIFORNIA CORPORATION

                                TABLE OF CONTENTS

                                                                                                       PAGE
                                                                                                       ----
                                                                                                    
 ARTICLE I -- OFFICES............................................................................         4
   Section 1.01 Principal Office.................................................................         4
   Section 1.02 Other Offices....................................................................         4
 ARTICLE II -- MEETINGS OF SHAREHOLDERS..........................................................         4
   Section 2.01 Place of Meetings................................................................         4
   Section 2.02 Annual Meetings..................................................................         4
   Section 2.03 Special Meetings.................................................................         4
   Section 2.04 Adjourned Meetings and Notice Thereof............................................         5
   Section 2.05 Entry of Notice of Delivery......................................................         5
   Section 2.06 Voting by Shareholders; Director Nominations; Cumulative Voting for Directors....         5
   Section 2.07 Quorum...........................................................................         5
   Section 2.08 Consent of Absentees.............................................................         6
   Section 2.09 Action Without Meeting...........................................................         6
   Section 2.10 Proxies..........................................................................         6
   Section 2.11 Districts........................................................................         6
 ARTICLE III -- DIRECTORS........................................................................         7
   Section 3.01 Powers; Committees of Directors, Including Executive Committee and
     Nominating Committee........................................................................         7
   Section 3.02 Number and Qualifications of Directors...........................................         8
   Section 3.03 Election and Term of Office; Removal of Directors................................         8
   Section 3.04 Vacancies........................................................................         8
   Section 3.05 Place of Meeting.................................................................         9
   Section 3.06 Organizational Meeting...........................................................         9
   Section 3.07 Other Regular Meetings...........................................................         9
   Section 3.08 Special Meetings.................................................................         9
   Section 3.09 Notice of Adjournment............................................................         9
   Section 3.10 Entry of Notice..................................................................         9
   Section 3.11 Waiver of Notice.................................................................         9
   Section 3.12 Quorum...........................................................................        10
   Section 3.13 Adjournment......................................................................        10
   Section 3.14 Action Without Meeting...........................................................        10
   Section 3.15 Fees and Compensation............................................................        10
 ARTICLE IV -- OFFICERS..........................................................................        10
   Section 4.01 Officers.........................................................................        10
   Section 4.02 Appointment......................................................................        10
   Section 4.03 Subordinate Officers.............................................................        10
   Section 4.04 Removal and Resignation..........................................................        10
   Section 4.05 Vacancies........................................................................        10
   Section 4.06 Chairman of the Board............................................................        11
   Section 4.07 Chief Executive Officer..........................................................        11
   Section 4.08 President........................................................................        11
   Section 4.09 Vice President...................................................................        11
   Section 4.10 Secretary........................................................................        11
   Section 4.11 Chief Financial Officer..........................................................        11
 ARTICLE V -- MISCELLANEOUS......................................................................        11
   Section 5.01 Record Date......................................................................        11
   Section 5.02 Inspection of Corporate Records..................................................        12
   Section 5.03 Checks, Drafts and Notes.........................................................        12
   Section 5.04 Seal.............................................................................        12
   Section 5.05 Financial Reports................................................................        12
   Section 5.06 Execution of Documents...........................................................        13
   Section 5.07 Certificates of Stock............................................................        13
   Section 5.08 Representation of Shares of Other Corporations...................................        13
   Section 5.09 Inspection of Bylaws.............................................................        13

                                       2

                                                                                                       PAGE
                                                                                                       ----
                                                                                                    
 ARTICLE VI -- Restrictive Legends on Stock Certificates.........................................        14
   Section 6.01 Restrictive Legend on Stock Certificates.........................................        14
 ARTICLE VII -- INDEMNIFICATION..................................................................        14
   Section 7.01 Indemnification of Directors.....................................................        14
   Section 7.02 Indemnification of Officers, Employees and Other Agents..........................        14
   Section 7.03 Advance of Expenses..............................................................        14
   Section 7.04 Indemnification Not Exclusive....................................................        14
   Section 7.05 Insurance........................................................................        14
   Section 7.06 Conflicts........................................................................        15
   Section 7.07 Indemnification Agreements.......................................................        15
   Section 7.08 Amendment, Repeal or Modification................................................        15
 ARTICLE VIII -- AMENDMENTS......................................................................        15
   Section 8.01 Power of Shareholders............................................................        15
   Section 8.02 Power of Directors...............................................................        15

                                       3

                           AMENDED AND RESTATED BYLAWS
                                       OF
                              CALAVO GROWERS, INC.

                              ARTICLE I -- OFFICES

   SECTION 1.01 PRINCIPAL OFFICE. The principal executive office of Calavo
Growers, Inc. (the "CORPORATION") is hereby fixed and located at 2530 Red Hill
Avenue, Santa Ana, California. The Board of Directors is hereby granted full
power and authority to change said principal office from one location to another
at any place or places where the Corporation is qualified to do business.

   SECTION 1.02 OTHER OFFICES. Branch or subordinate offices may at any time be
established by the Board of Directors at any place or places where the
Corporation is qualified to do business.

                     ARTICLE II -- MEETINGS OF SHAREHOLDERS

   SECTION 2.01 PLACE OF MEETINGS. All meetings of shareholders shall be held
either at the principal executive office or at any other place within or without
the State of California which may be designated by the Board of Directors or by
the shareholders by obtaining written consent of all the persons entitled to
vote thereat.

   SECTION 2.02 ANNUAL MEETINGS. An annual meeting of shareholders shall be held
each year on a date and at a time designated by the Board of Directors.

   Notice of each annual meeting shall be given to each shareholder entitled to
vote thereat, either personally or by first-class mail or other means of written
communication, charges prepaid, addressed to such shareholder at the address
appearing on the books of the Corporation for such shareholder or given by such
shareholder to the Corporation for the purpose of notice. If no such address
appears or is given, notice shall be deemed to have been given such shareholder
if sent by mail or other means of written communication addressed to the place
where the principal executive office of the Corporation is situated, or if
published at least once in some newspaper of general circulation in the county
in which said office is located.

   All such notices shall be delivered personally, or deposited in the mail or
sent by other means of written communication, to each shareholder entitled to
vote thereat, not less than ten (10) nor more than sixty (60) days before such
annual meeting, and shall specify the place, date and hour of such meeting and
those matters which the Board of Directors, at the time of the giving of such
notice, intends to present for action by the shareholders, including the names
of nominees intended at the time of such notice to be presented by the Board of
Directors for election to the Board of Directors. Such notice shall also state
the general nature of the business or proposal to be considered or acted upon at
such meeting before action may be taken at such meeting on:

      (a) A proposal to approve a contract or other transaction between the
   Corporation and one (1) or more directors or any corporation, firm or
   association in which one (1) or more directors has a material financial
   interest;

      (b) A proposal to amend the Articles of Incorporation;

      (c) A proposal to approve a reorganization of the Corporation;

      (d) A proposal to wind up and dissolve the Corporation; or

      (e) A proposal to approve a plan of distribution of the shares,
   obligations or securities of any other corporation, or assets other than
   money, which is not in accordance with the liquidation rights of any
   preferred shares as specified in the Articles of Incorporation, in the
   process of the winding up of the Corporation.

   SECTION 2.03 SPECIAL MEETINGS. Special meetings of the shareholders, for any
purpose or purposes whatsoever, may be called at any time by the Chairman of the
Board, the President, the Board of Directors or by one (1) or more shareholders
entitled to cast not less than ten percent (10%) of the votes at the meeting.
Upon request in writing to the Chairman of the Board, the President, any Vice
President or the Secretary by any person, other than the Board of Directors,
entitled to call a special meeting of shareholders, such officer shall cause
notice to be given forthwith, but in no event later than twenty (20) days after
receipt of the request, that a meeting will be held at the time requested by the
person or persons calling the meeting, which time shall be not less than
thirty-five (35) and

                                       4

not more than sixty (60) days after receipt of the request. Except in special
cases where other express provision is made by statute and as set forth herein,
notice of such special meetings shall be given in the same manner as for annual
meetings of shareholders. Notices of any special meeting shall specify, in
addition to the place, date and hour of such meeting, the general nature of the
business to be transacted.

   SECTION 2.04 ADJOURNED MEETINGS AND NOTICE THEREOF. Any shareholders'
meeting, annual or special, whether or not a quorum is present, may be adjourned
from time to time by a vote of a majority of the shares, the holders of which
are either present in person or by proxy thereat, but in the absence of a
quorum, no other business may be transacted at any such meeting except as
provided in Section 2.07 of this Article.

   When any shareholders' meeting, either annual or special, is adjourned for
forty-five (45) days or less, the time and place of the adjourned meeting shall
be announced at the meeting at which the adjournment is taken. When any
shareholders' meeting, either annual or special, is adjourned for more than
forty-five (45) days, or if after the adjournment a new record date is fixed for
the adjourned meeting, notice of the adjourned meeting shall be given to each
shareholder of record entitled to vote at the adjourned meeting as in the case
of an original meeting. Except as aforesaid, it shall not be necessary to give
any notice of an adjournment or of the business to be transacted at an adjourned
meeting, and at the adjourned meeting the Corporation may transact any business
which might have been transacted at the original meeting.

   SECTION 2.05 ENTRY OF NOTICE OF DELIVERY. An affidavit executed by the
Secretary, any Assistant Secretary or any transfer agent to the effect that any
notice or report required to be given to a shareholder by law or these Bylaws
was duly given to such shareholder shall be sufficient evidence that such notice
or report was duly given to such shareholder. If any notice or report addressed
to a shareholder at the address of such shareholder appearing on the books of
the Corporation is returned to the Corporation by the United States Postal
Service marked to indicate that the United States Postal Service is unable to
deliver the notice or report to the shareholder at such address, all future
notices or reports shall be deemed to have been duly given without further
mailing if the same shall be available for the shareholder upon written demand
of the shareholder at the principal executive office of the Corporation for a
period of one (1) year from the date of the giving of the notice or report to
all other shareholders.

   SECTION 2.06 VOTING BY SHAREHOLDERS; DIRECTOR NOMINATIONS; CUMULATIVE VOTING
FOR DIRECTORS. Except as otherwise provided in the Articles of Incorporation and
in this Section, at all meetings of shareholders every shareholder entitled to
vote shall have the right to vote in person or by proxy the number of shares
standing in his or her name on the stock records of the Corporation. Such vote
may be given by viva voce or by ballot; provided, however, that all elections
for directors shall be by ballot upon demand made by a shareholder at any
election and before the voting begins.

   Nominations of persons for election to the Board of Directors may be made at,
or in advance of, each meeting of shareholders at which directors are to be
elected (i) by or at the direction of the incumbent Board of Directors and (ii)
by any shareholder of the Corporation who is entitled to vote at the meeting in
the election of directors by submitting the name of such candidate or candidates
in writing to the Secretary of the Corporation. Each director nominee must
satisfy the qualification requirements that are described in Section 3.02 of
these Bylaws, and all solicitations of proxies to be used in connection with the
election of directors must satisfy applicable federal and state securities laws
and regulations and other applicable laws and regulations.

   At each election of directors of the Corporation, if the candidate's name or
candidates' names have been placed in nomination prior to the voting, each
shareholder entitled to vote shall have the right to cast as many votes as shall
equal the number of votes to which his or her shares are normally entitled
multiplied by the number of directors to be elected, and he or she may cast all
of such votes for a single candidate or may distribute them among some or all of
the candidates as he or she sees fit. The candidates receiving the highest
number of affirmative votes up to the number of directors to be elected shall be
elected; provided, however, that such candidates must satisfy the qualification
requirements for directors that are described in Section 3.02 of these Bylaws.

   The affirmative vote of the majority of the shares represented and voting at
a duly held meeting at which a quorum is present (which shares voting
affirmatively also constitute at least a majority of the required quorum) shall
be the act of the shareholders, unless the vote of a greater number is required
by law or by the Articles of Incorporation or these Bylaws, and except as set
forth in Section 2.07 of this Article and at elections of directors as set forth
in this Section.

   SECTION 2.07 QUORUM. The presence in person or by proxy of the holders of a
majority of the shares entitled to vote at any meeting shall constitute a quorum
for the transaction of business. The shareholders present at a duly called or
held meeting at which a quorum is present may continue to do business until
adjournment, notwithstanding the withdrawal of enough shareholders to leave less
than a quorum, if any action taken, other than adjournment, is approved by at
least a majority of the shares required to constitute a quorum.

                                       5

   SECTION 2.08 CONSENT OF ABSENTEES. The proceedings and transactions of any
meeting of shareholders, either annual or special, however called and noticed
and wherever held, shall be as valid as though had at a meeting duly held after
regular call and notice, if a quorum be present either in person or by proxy and
if, either before or after the meeting, each of the persons entitled to vote,
not present in person or by proxy, signs a written waiver of notice, a consent
to the holding of such meeting or an approval of the minutes thereof. Neither
the business to be transacted at, nor the purpose of, any regular or special
meeting of shareholders need be specified in any written waiver of notice,
consent to the holding of the meeting or approval of the minutes thereof unless
otherwise provided in the Articles of Incorporation or these Bylaws, except for
the matters referred to in subparagraphs (a) through (e) of Section 2.02 of this
Article. All such waivers, consents or approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.

   Attendance of a person at a meeting shall constitute a waiver of notice of
and presence at such meeting, except when the person objects at the beginning of
the meeting to the transaction of any business because the meeting is not
lawfully called or convened, and except that attendance at a meeting is not a
waiver of any right to object to the consideration of matters required by law to
be included in the notice but not so included, if such objection is expressly
made at the meeting.

   SECTION 2.09 ACTION WITHOUT MEETING. Any action which may be taken at any
annual or special meeting of the shareholders may be taken without a meeting and
without prior notice, if authorized by a written consent setting forth the
action so taken, signed by the holders of outstanding shares having not less
than the minimum number of votes that would be necessary to authorize or take
such action at a meeting at which all shares entitled to vote thereon were
present and voted, and filed with the Secretary of the Corporation; provided,
however, that directors may not be elected by written consent except by
unanimous written consent of all shares entitled to vote for the election of
directors, except that a vacancy on the Board of Directors (other than a vacancy
created by removal of a director) not filled by the Board of Directors may be
filled by the written consent of a majority of the outstanding shares entitled
to vote. Any shareholder giving a written consent, such shareholder's
proxyholders, a transferee of the shares or a personal representative of such
shareholder or their respective proxyholders, may revoke any such consent by a
writing received by the Corporation prior to the time that written consents of
the number of shares required to authorize the proposed action have been filed
with the Secretary of the Corporation, but may not do so thereafter. Such
revocation shall be effective upon its receipt by the Secretary of the
Corporation.

   Unless the consents of all shareholders entitled to vote have been solicited
in writing and have been received, prompt notice shall be given, in the same
manner as for annual meetings of shareholders except as set forth in this
Section, to those shareholders entitled to vote who have not consented in
writing, of the taking of any corporate action approved by shareholders without
a meeting. Such notice shall be given at least ten (10) days before the
consummation of the action authorized by such approval with respect to the
following:

      (a) Approval of any transaction referred to in subparagraph (a), (c) or
   (e) of Section 2.02 of this Article; or

      (b) Approval required by law of the indemnification of any person.

   SECTION 2.10 PROXIES. Every person entitled to vote or execute consents shall
have the right to do so either in person or by an agent or agents authorized by
a written proxy executed by such person or his or her duly authorized agent;
provided, however, that no such proxy shall be valid after the expiration of
eleven (11) months from the date of its execution unless otherwise provided in
the proxy.

   SECTION 2.11 DISTRICTS. For purposes of administering the Corporation, the
Board of Directors may divide the territory in which the Corporation has
shareholders into two (2) or more districts. The number of such districts may
correspond to the authorized number of directors of the Corporation. The
boundaries and number of the districts shall be determined by the Board of
Directors, which shall have authority to revise and redefine the number and
boundaries of the districts from time to time. If the Board of Directors
establishes such districts, it shall assign each shareholder to a district based
upon the district in which the shareholder (if a grower) has the largest acreage
or production and on other factors deemed relevant by the Board of Directors.

   The Board of Directors may establish policies and procedures for
informational meetings of the members of the various districts that shall be
held from time to time. However, any such meetings are not intended to function
as a substitute for the annual and special meetings of the Corporation's
shareholders that are discussed in these Bylaws. Furthermore, voting for
directors shall not be conducted on a district basis but shall instead be
conducted in the manner described in the preceding sections of this Article II.
In each such election, each shareholder shall be entitled to cast votes for the
number of directors that are to be elected and shall not be limited to voting
only for directors from his or her district.

                                       6

   The determinations of the Board of Directors on all matters relating to the
Corporation's districts shall be final, binding and conclusive on all persons.

                            ARTICLE III -- DIRECTORS

   SECTION 3.01 POWERS; COMMITTEES OF DIRECTORS, INCLUDING EXECUTIVE COMMITTEE
AND NOMINATING COMMITTEE. Subject to limitations of the Articles of
Incorporation, of these Bylaws and of the California General Corporation Law as
to action to be authorized or approved by the shareholders or by the outstanding
shares, and subject to the duties of directors as prescribed by these Bylaws,
the business and affairs of the Corporation shall be managed and all corporate
powers shall be exercised by or under the direction of the Board of Directors.
Without prejudice to such general powers, but subject to the same limitations,
it is hereby expressly declared that the directors shall have the following
powers:

      (a) To select and remove all officers, agents and employees of the
   Corporation, prescribe such powers and duties for them as may not be
   inconsistent with law, with the Articles of Incorporation or these Bylaws,
   fix their compensation and require from them security for faithful service;

      (b) To conduct, manage and control the affairs and business of the
   Corporation, and to make such rules and regulations therefor not inconsistent
   with law, the Articles of Incorporation or these Bylaws, as they may deem
   best;

      (c) To change the principal office for the transaction of the business of
   the Corporation from one location to another within or without the State of
   California, as provided in Section 1.01 of Article I; to fix and locate from
   time to time one (1) or more branch or subsidiary offices of the Corporation
   within or without the State of California, as provided in Section 1.02 of
   Article I; to designate any place within or without the State of California
   for the holding of any shareholders' meetings; and to adopt, make and use a
   corporate seal, to prescribe the form of certificates of stock and to alter
   the form of such seal and of such stock certificates from time to time as in
   their judgment they may deem best, provided such seal and such certificates
   shall at all times comply with the provisions of law;

      (d) To authorize the issue of stock of the Corporation from time to time,
   upon such terms as may be lawful, in consideration of money paid, labor done,
   services actually rendered to the Corporation or for its benefit or in its
   formation or reorganization, debts or securities cancelled, tangible or
   intangible property actually received either by the Corporation or by a
   wholly-owned subsidiary, or as a share dividend, or upon a stock split,
   reverse stock split, reclassification or conversion of outstanding shares
   into shares of another class, exchange of outstanding shares for shares of
   another class, or other change affecting outstanding shares;

      (e) To borrow money and incur indebtedness for the purposes of the
   Corporation and to cause to be executed and delivered therefor, in the
   corporate name, promissory notes, bonds, debentures, deeds of trust,
   mortgages, pledges, hypothecations or other evidences of debt and security
   therefor; and

      (f) To designate one (1) or more committees and to appoint members and
   alternate members therefor, by resolution adopted by a majority of the
   authorized number of directors, each committee consisting of two (2) or more
   directors and any alternate directors as may be designated to replace any
   absent members at any meeting thereof, to serve at the pleasure of the Board
   of Directors and to delegate to any such committee any of the powers and
   authority of the Board of Directors in the management of the business and
   affairs of the Corporation, except the following powers: to approve any
   action which by law or by these Bylaws also requires shareholders' approval
   or approval of the outstanding shares, to fill vacancies on the Board of
   Directors or any committee thereof, to fix the compensation of directors for
   serving on the Board of Directors or any committee thereof, to amend or
   repeal bylaws or adopt new bylaws, to amend or repeal any resolution of the
   Board of Directors which by its express terms is not so amendable or
   repealable, to authorize a distribution to the shareholders of the
   Corporation (other than a dividend in shares of the Corporation) except at a
   rate or in a periodic amount or within a price range determined by the Board
   of Directors or to appoint other committees of the Board of Directors or the
   members thereof.

   Without limiting the generality of the preceding paragraph:

      There shall be an Executive Committee consisting of the Corporation's
   Chairman of the Board and four (4) other directors who shall be appointed by
   a majority of the authorized number of directors. The Executive Committee
   shall have all of the functions and powers of the Board of Directors that are
   delegated to it by the Board of Directors except as otherwise provided by law
   and subject to the direction and control of the Board of Directors.

                                       7

      The Board of Directors may also appoint a Nominating Committee, which
   shall consist of two (2) or more directors, to assist it in the
   identification and nomination of candidates for election as directors. The
   Nominating Committee shall have the functions and powers that are delegated
   to it from time to time by the Board of Directors, although it shall remain
   subject to the direction and control of the Board of Directors. With the
   assistance of any such Nominating Committee that is appointed, the Board of
   Directors shall establish such rules and procedures for its selection of
   director nominees as it deems appropriate. Among other things, the Board of
   Directors shall have discretion to nominate a candidate from each district
   that is described in Section 2.11 of these Bylaws, although it shall not be
   obligated to follow such nomination procedure.

   SECTION 3.02 NUMBER AND QUALIFICATIONS OF DIRECTORS. The authorized number of
directors of the Corporation shall be not less than eight (8) nor more than
fifteen (15), and the exact number of directors within such limits shall be ten
(10) unless and until such exact number is changed from time to time, within
such specified limits, by a resolution which is duly adopted by the Board of
Directors or by the shareholders. The minimum and maximum number of directors
may be changed, or the Corporation may implement a board structure that
specifies a fixed number of directors without minimum and maximum numbers, by
amendment of the Articles of Incorporation or by a bylaw amending this Section
of these Bylaws duly adopted by the affirmative vote or written consent of a
majority of the outstanding shares entitled to vote; provided, however, that no
such amendment reducing the number of directors to a number less than five (5)
shall be adopted if the votes cast against its adoption at a meeting, or the
shares not consenting thereto in the case of action by written consent, are
equal to more than sixteen and two-thirds percent (16 2/3%) of the outstanding
shares entitled to vote.

   An individual shall be qualified to be elected as a director, and to continue
serving as a director, (i) only if he or she (or a corporation, partnership,
limited liability company or other entity which he or she controls) is a party
to a marketing agreement, consignment agreement or other similar agreement with
the Corporation pursuant to which he or she (or such corporation, partnership,
limited liability company or other entity) has agreed to deliver
California-grown avocados to the Corporation for processing and marketing, and
(ii) only if he or she (or such corporation, partnership, limited liability
company or other entity) is not in default under such agreement with the
Corporation. The preceding qualification for directors shall be inapplicable to
any directors who are elected by the holders of shares of the Corporation's
preferred stock (if a class or series of preferred stock is issued and
outstanding) voting separately as a class or series in the election of
directors.

   SECTION 3.03 ELECTION AND TERM OF OFFICE; REMOVAL OF DIRECTORS. The directors
shall be elected at each annual meeting of the shareholders, but if any such
annual meeting is not held or the directors are not elected thereat, the
directors may be elected at any special meeting of the shareholders held for
that purpose. Each director shall hold office until the expiration of the term
for which elected and until his or her successor is elected and qualified or
until his or her death, resignation or removal from office.

   As provided in Section 302 of the California Corporations Code, the Board of
Directors may declare vacant the office of a director who has been declared of
unsound mind by an order of court or convicted of a felony. As provided in
Section 304 of the California Corporations Code, the superior court of the
proper county may, at the suit of shareholders holding at least ten percent
(10%) of the number of outstanding shares of any class, remove from office any
director in case of fraudulent or dishonest acts or gross abuse of authority or
discretion with reference to the Corporation and may bar from reelection any
director so removed for a period prescribed by the court.

   Any or all of the directors may be removed from office without cause by the
affirmative vote or written consent of a majority of the outstanding shares
entitled to vote. However, no director may be removed from office (unless the
entire Board of Directors is removed) when the votes cast against such
director's removal, or not consenting in writing to the removal, would be
sufficient to elect that director if voted cumulatively at an election at which
the same total number of votes were cast (or, if the action is taken by written
consent, all shares entitled to vote were voted) and the entire number of
directors authorized at the time of such director's most recent election were
then being elected. The removal of a director without cause shall be subject to
any other applicable limitations that are set forth in Section 303 of the
California Corporations Code.

   SECTION 3.04 VACANCIES. Vacancies in the Board of Directors, other than those
created by the removal of a director, may be filled by a majority of the
remaining directors, though less than a quorum, or by a sole remaining director,
and each director so elected shall hold office until his or her successor is
elected and qualified at an annual or special meeting of the shareholders or
until his or her death, resignation or removal from office.

   A vacancy or vacancies in the Board of Directors shall be deemed to exist
when any authorized position of director is not filled by a duly elected and
acting director, whether caused by the death, resignation or removal of any
director, increase in the authorized

                                       8

number of directors, failure of the shareholders, at any annual or special
meeting of shareholders at which any director or directors are elected, to elect
the full authorized number of directors to be voted for at that meeting or
otherwise.

   The shareholders may elect a director or directors at any time to fill any
vacancy or vacancies created by the removal of a director or not filled by the
directors. Any such election by written consent other than to fill a vacancy
created by removal (which shall require the unanimous written consent of all
shares entitled to vote for the election of directors) shall require the written
consent of a majority of the outstanding shares entitled to vote. If the
resignation of a director is given to take effect at a future time, the Board of
Directors or the shareholders shall have power to elect a successor to take
office when the resignation is to become effective.

   No reduction of the authorized number of directors shall have the effect of
removing any director prior to the expiration of his or her term of office.

   SECTION 3.05 PLACE OF MEETING. Meetings of the Board of Directors or any
committee thereof shall be held at any place within or without the State of
California which has been designated in the notice of the meeting or, if not
stated in the notice or there is no notice, from time to time by resolution of
the Board of Directors or committee, as the case may be. In the absence of such
designation, meetings shall be held at the principal executive office of the
Corporation.

   SECTION 3.06 ORGANIZATIONAL MEETING. Immediately following each annual
meeting of shareholders, the Board of Directors shall hold a regular meeting for
the purpose of organization, election of officers and the transaction of other
business. Notice of such meetings is hereby dispensed with.

   SECTION 3.07 OTHER REGULAR MEETINGS. Other regular meetings of the Board of
Directors and regular meetings of committees of the Board of Directors shall be
held without call on such dates as may be fixed by the Board of Directors or the
committee, as the case may be. Notice of all such regular meetings of the Board
of Directors and committees thereof is hereby dispensed with.

   SECTION 3.08 SPECIAL MEETINGS. Special meetings of the Board of Directors for
any purpose or purposes may be called at any time by the Chairman of the Board,
by the President, by any Vice President, by the Secretary or by any two (2) or
more directors. Special meetings of any committee of the Board of Directors for
any purpose or purposes may be called at any time by the President, by the
Chairman or by any vice-chairman of the committee, by the Secretary or by any
two (2) or more members of the committee.

   Notice of the time and place of special meetings shall be delivered
personally to all directors or committee members as the case may be, either in
writing or orally or by telephone, or shall be sent to each such director by
first-class mail, facsimile, telegram or other electronic or voice mail message,
charges prepaid, addressed to him or her at his or her address as it is shown
upon the records of the Corporation or, if it is not shown on such records or is
not readily ascertainable, at the place in which the meetings of the directors
are regularly held. In case such notice is mailed, it shall be deposited with
the United States Postal Service in the place where the principal office of the
Corporation is located at least four (4) days prior to the time of the holding
of the meeting. In case such notice is delivered by facsimile, telegram or other
electronic or voice mail message or personally as above provided, it shall be
delivered at least forty-eight (48) hours prior to the time of the holding of
the meeting.

   Such notice need not specify the purpose of the special meeting. Such
mailing, telegraphing or personal delivery as above provided shall be due,
timely, legal and personal notice to such director.

   SECTION 3.09 NOTICE OF ADJOURNMENT. Unless a directors' or committee meeting
has been adjourned for more than twenty-four (24) hours, notice of the time and
place of holding an adjourned meeting need not be given to absent directors or
committee members if the time and place be fixed at the meeting adjourned. If
the meeting has been adjourned for more than twenty-four (24) hours, notice of
such adjournment and the time and place of the adjourned meeting shall be given
prior to the time of the adjourned meeting to all directors or committee members
who were not present at the time of the adjournment, in the same manner as
provided in Section 3.08 of this Article for special meetings of the Board of
Directors or committee thereof.

   SECTION 3.10 ENTRY OF NOTICE. Whenever any director has been absent from any
special meeting of the Board of Directors or committee thereof, an affidavit
executed by the Secretary or any Assistant Secretary to the effect that notice
has been duly given as required by law and these Bylaws shall be sufficient
evidence that due notice of such special meeting was given to such director.

   SECTION 3.11 WAIVER OF NOTICE. The transactions of any meeting of the Board
of Directors or committee thereof, however called and noticed and wherever held,
shall be as valid as though had at a meeting duly held after regular call and
notice, if a quorum be present and if, either before or after the meeting, each
of the directors or committee members not present, and each director or

                                       9

committee member who is present but did not receive due notice thereof and
protests such lack of notice prior to such meeting or at its commencement, signs
a written waiver of notice, a consent to holding such meeting or an approval of
the minutes thereof. Such waiver of notice need not specify the purpose of the
meeting. All such waivers, consents or approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.

   SECTION 3.12 QUORUM. A majority of the authorized number of directors on the
Board of Directors or any committee thereof shall be necessary to constitute a
quorum for the transaction of business by such Board or committee, as the case
may be. A meeting at which a quorum is initially present may continue to
transact business notwithstanding the withdrawal of directors or committee
members, if any action taken is approved by at least a majority of the required
quorum for such meeting. Subject to the foregoing sentence of this Section,
every act or decision done or made by a majority of the directors or committee
members present at a meeting duly held at which a quorum is present shall be
regarded as the act of the Board of Directors or committee thereof, as the case
may be, unless a greater number is required by law, the Articles of
Incorporation or these Bylaws. Directors shall be deemed present at any meeting
of the Board of Directors or any committee thereof and may participate therein
if present through use of conference telephone or similar communications
equipment, so long as all directors participating in such meeting can hear one
another.

   SECTION 3.13 ADJOURNMENT. A majority of the directors or committee members
present, whether or not a quorum is present, may adjourn any directors' or
committee meeting to meet again at a stated time, place and hour.

   SECTION 3.14 ACTION WITHOUT MEETING. Any action required or permitted to be
taken by the Board of Directors or any committee thereof may be taken without a
meeting if all members of the Board of Directors or such committee shall
individually or collectively consent in writing to such action. Such written
consent or consents shall be filed with the minutes of the proceedings of the
Board of Directors or such committee, as the case may be. Such action by written
consent shall have the same force and effect as a unanimous vote of such
directors or committee members.

   SECTION 3.15 FEES AND COMPENSATION. Directors shall not receive any stated
salary for their services as directors but, by resolution of the Board of
Directors, a fixed fee, with or without expenses of attending, may be allowed
for attendance at each meeting. Nothing herein contained shall be construed to
preclude any director from serving the Corporation in any other capacity as an
officer, agent, employee or otherwise and receiving compensation therefor.

                             ARTICLE IV -- OFFICERS

   SECTION 4.01 OFFICERS. The officers of the Corporation shall be the Chairman
of the Board, the Chief Executive Officer, the President, the Secretary and the
Chief Financial Officer.

   The Corporation may also have, at the discretion of the Board of Directors, a
Vice Chairman of the Board, one (1) or more Vice Presidents, one (1) or more
Assistant Secretaries, one (1) or more Assistant Chief Financial Officers and
such other officers as may be appointed in accordance with the provisions of
Section 4.02 of this Article. Officers other than the Chairman of the Board need
not be directors. Any number of offices may be held by the same person.

   SECTION 4.02 APPOINTMENT. The officers of the Corporation shall be chosen by
the Board of Directors, and each shall hold his or her office until his or her
successor is appointed or until he or she resigns, dies or is removed from
office.

   SECTION 4.03 SUBORDINATE OFFICERS. The Board of Directors may appoint such
other officers as the business of the Corporation may require, each of whom
shall hold office for such period, have such authority and perform such duties
as are provided in these Bylaws or as the Board of Directors may from time to
time determine.

   SECTION 4.04 REMOVAL AND RESIGNATION. Any officer may be removed, either with
or without cause, by a majority of the directors at the time in office, at a
regular or special meeting of the Board of Directors.

   Any officer may resign at any time by giving written notice to the Board of
Directors, the Chief Executive Officer, the President or the Secretary of the
Corporation. Any such resignation shall take effect at the date of the receipt
of such notice or at any later time specified therein; and unless otherwise
specified therein, the acceptance of such resignation shall not be necessary to
make it effective.

   SECTION 4.05 VACANCIES. A vacancy in any office because of death,
resignation, removal or any other cause shall be filled by the Board of
Directors at a regular or special meeting.

                                       10

   SECTION 4.06 CHAIRMAN OF THE BOARD. The Chairman of the Board shall, if
present, preside at all meetings of the Board of Directors, and exercise and
perform such other powers and duties as may from time to time be assigned to him
or her by the Board of Directors or as prescribed by these Bylaws. The Board of
Directors may also designate one of its members as Vice Chairman of the Board.
The Vice Chairman of the Board shall, during the absence or inability to act of
the Chairman of the Board, have the powers and perform the duties of the
Chairman of the Board and shall have such other powers and perform such other
duties as may from time to time be assigned to him or her by the Board of
Directors or as prescribed by these Bylaws.

   SECTION 4.07 CHIEF EXECUTIVE OFFICER. The Chief Executive Officer shall be
the general manager and chief executive officer of the Corporation and shall,
subject to the control of the Board of Directors, have general supervision,
direction and control of the business and affairs of the Corporation. He or she
shall preside at all meetings of the shareholders, and in the absence of the
Chairman or Vice Chairman of the Board, at all meetings of the Board of
Directors. He or she shall have the general powers and duties of management
usually vested in the office of chief executive officer of a corporation and
shall have such other powers and duties as may be prescribed by the Board of
Directors or these Bylaws. Unless and until otherwise determined by the Board of
Directors, the Chairman of the Board shall also serve as the Chief Executive
Officer.

   SECTION 4.08 PRESIDENT. The President shall, after the Chief Executive
Officer, have general supervision, direction and control of the business and
affairs of the Corporation, subject to the control of the Board of Directors and
the Chief Executive Officer. The President shall have such other powers and
duties as may be prescribed by the Board of Directors or these Bylaws.

   SECTION 4.09 VICE PRESIDENT. In the absence or disability of the President,
the Vice Presidents, if there shall be any such officers, in order of their rank
as fixed by the Board of Directors or, if not ranked, the Vice President
designated by the Board of Directors, shall perform all the duties of the
President and, when so acting, shall have all the powers of and be subject to
all the restrictions upon the President. The Vice Presidents shall have such
other powers and perform such other duties as from time to time may be
prescribed for them respectively by the Board of Directors or these Bylaws.

   SECTION 4.10 SECRETARY. The Secretary shall keep, or cause to be kept, a book
of minutes in written form at the principal executive office of the Corporation,
of all meetings of directors, committees of the Board of Directors and
shareholders, with the time and place of holding, whether regular or special,
and if special how authorized, the notice thereof given, the names of those
directors and shareholders present, the names of those present at directors' or
committee meetings, the number of shares present or represented at shareholders'
meetings and the proceedings thereof.

   The Secretary shall keep, or cause to be kept, at the principal executive
office or at the office of the Corporation's transfer agent or registrar of
shares, a share register, or a duplicate share register, in written form or in
any other form capable of being converted into written form, showing the names
of the shareholders and their addresses, and the number and classes of shares
held by each of them.

   The Secretary shall give or cause to be given notice of all meetings of
shareholders and the Board of Directors, as required by these Bylaws or by law
to be given, and he or she shall keep the seal of the Corporation in safe
custody and shall have such other powers and perform such other duties as may be
prescribed by the Board of Directors or these Bylaws.

   SECTION 4.11 CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall keep
and maintain, or cause to be kept and maintained, in written form or in any
other form capable of being converted into written form, adequate and correct
books and records of account of the properties and business transactions of the
Corporation, including accounts of its assets, liabilities, receipts,
disbursements, gains, losses, capital, surplus and shares.

   The Chief Financial Officer shall deposit all monies and other valuables in
the name and to the credit of the Corporation with such depositories as may be
designated by the Board of Directors. He or she shall disburse the funds of the
Corporation as may be ordered by the Board of Directors and shall render to the
President and directors, as required by Section 5.05 of Article V of these
Bylaws and at such other times as they may request, an account of all of his or
her transactions as Chief Financial Officer and of the financial condition of
the Corporation, and shall have such other powers and perform such other duties
as may be prescribed by the Board of Directors or these Bylaws.

                           ARTICLE V -- MISCELLANEOUS

   SECTION 5.01 RECORD DATE. The Board of Directors may fix a time in the future
as a record date for the determination of the shareholders entitled to notice of
and to vote at any meeting of shareholders, or to receive any dividend,
distribution or allotment of rights, or to exercise rights in respect of any
other lawful action. The record date so fixed shall not be more than sixty (60)
nor less

                                       11

than ten (10) days prior to the date of the meeting, nor more than sixty (60)
days prior to any other action, for which it is fixed. When a record date is so
fixed, only shareholders of record at the close of business on the record date
shall be entitled to notice of and to vote at such meeting, or to receive such
dividend, distribution or allotment of rights, or to exercise such rights, as
the case may be, notwithstanding any transfer of any shares on the books of the
Corporation after the record date, except as otherwise provided in the Articles
of Incorporation or by agreement or by law. A determination of shareholders of
record entitled to notice of or to vote at a meeting of shareholders shall apply
to any adjournment of the meeting unless the Board of Directors fixes a new
record date for the adjourned meeting, but the Board of Directors shall fix a
new record date if the meeting is adjourned for more than forty-five (45) days
from the date set for the original meeting.

   SECTION 5.02 INSPECTION OF CORPORATE RECORDS. The record of shareholders, the
accounting books and records, and minutes of proceedings of the shareholders,
the Board of Directors and committees of the Board of Directors, shall be open
to inspection in written form upon the written demand of any shareholder or
holder of a voting trust certificate, at any time during usual business hours,
for a purpose reasonably related to his or her interests as a shareholder or
holder of a voting trust certificate. Such inspection may be made in person or
by an agent or attorney and shall include the right to copy and make extracts.
Demand of inspection shall be made in writing upon the President, Secretary or
Assistant Secretary of the Corporation. The rights of inspection described in
this paragraph shall extend to the records of each subsidiary of the
Corporation.

   A shareholder or shareholders holding at least five percent (5%) in the
aggregate of the outstanding voting shares of the Corporation or holding at
least one percent (1%) of those voting shares and having filed a Schedule 14A
with the United States Securities and Exchange Commission shall have an absolute
right to do either or both of the following: (i) inspect and copy the record of
shareholders' names and addresses and shareholdings during usual business hours
upon five (5) business days' prior written demand upon the Corporation, or (ii)
obtain from the transfer agent for the Corporation, if any, upon written demand
and upon the tender of its usual charges for such a list (the amount of which
charges shall be stated to the shareholder by the transfer agent upon request),
a list of the names and addresses of the shareholders who are entitled to vote
for the election of directors, and their shareholdings, as of the most recent
record date for which it has been compiled or as of a date specified by the
shareholder subsequent to the date of demand. The list shall be made available
on or before the later of five (5) business days after the demand is received or
the date specified therein as the date as of which the list is to be compiled.

   Every director shall have the absolute right at any reasonable time to
inspect in written form and copy all books, records and documents of every kind
and to inspect the physical properties of the Corporation and its subsidiary
corporations, domestic or foreign. Such inspection may be made in person or by
agent or attorney, and the right of inspection includes the right to copy and
make extracts.

   SECTION 5.03 CHECKS, DRAFTS AND NOTES. All checks, drafts or other orders for
payment of money, notes or other evidences of indebtedness issued in the name of
or payable to the Corporation shall be signed or endorsed by such person or
persons and in such manner as, from time to time, shall be determined by
resolution of the Board of Directors.

   SECTION 5.04 SEAL. The Corporation shall have a common seal, and shall have
inscribed thereon the name of the Corporation, the date of its incorporation and
the word California.

   SECTION 5.05 FINANCIAL REPORTS. The Chief Financial Officer shall prepare and
submit, or cause to be prepared and submitted, to the Board of Directors, not
later than one hundred twenty (120) days after the close of each fiscal year of
the Corporation, an annual report containing a balance sheet as of the end of
that fiscal year and an income statement and statement of changes in financial
position for that fiscal year, accompanied by the report thereon, if any, of any
independent accountants engaged by the Corporation or the certificate of an
authorized officer of the Corporation that the financial statements were
prepared without audit from the books and records of the Corporation. The
requirement of Section 1501 of the California Corporations Code that the Board
of Directors shall cause the annual report to be sent to the shareholders not
later than one hundred twenty (120) days after the close of the Corporation's
fiscal year and at least fifteen (15) days prior to the annual meeting of
shareholders is hereby expressly waived until such time as the Corporation has
one hundred (100) or more holders of record of its shares.

   A shareholder or shareholders holding at least five percent (5%) of the
outstanding shares of any class of the Corporation may make a written request to
the Corporation for an income statement of the Corporation for the three-month,
six-month or nine-month period of the current fiscal year ended more than thirty
(30) days prior to the date of the request and a balance sheet of the
Corporation as of the end of such period and, in addition, if no annual report
for the last fiscal year has been sent to shareholders, such annual report,
accompanied by the report thereon, if any, of any independent accountants
engaged by the Corporation or the certificate of an authorized officer of the
Corporation that such financial statements were prepared without audit from the
books and records of the

                                       12

Corporation. The annual report or statements so requested shall be delivered or
mailed to the person making the request within thirty (30) days thereafter.

   A copy of each such annual, semi-annual, and quarterly financial statement
shall be kept on file for a period of twelve (12) months after delivery to the
Board of Directors, and shall be exhibited at all reasonable times to any
shareholder demanding an examination thereof or a copy shall be mailed to the
shareholder.

   SECTION 5.06 EXECUTION OF DOCUMENTS. The Board of Directors, except as these
Bylaws or the Articles of Incorporation otherwise provide, may authorize any
officer or officers, or agent or agents, to enter into any contract or execute
any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances; and unless so
authorized by the Board of Directors, no officer, agent, or employee shall have
any power or authority to bind the Corporation by any contract or agreement or
to pledge its credit to render it liable for any purpose or to any amount.

   SECTION 5.07 CERTIFICATES OF STOCK. A certificate or certificates for shares
of the capital stock of the Corporation shall be issued to each shareholder when
any such shares are fully paid. All such certificates shall be signed by the
Chairman of the Board or the President or a Vice President, and by the Chief
Financial Officer or an Assistant Chief Financial Officer, Secretary or an
Assistant Secretary, or shall be authenticated by facsimiles of such signatures.

   Certificates for shares may be issued prior to full payment thereof, under
such restrictions and for such purposes as the Board of Directors or these
Bylaws may provide; provided, however, that any such certificates so issued
prior to full payment shall state the total amount of the consideration to be
paid therefor and the amount paid thereon, and such statement shall be
conspicuous.

   There shall also appear on each certificate, to the extent applicable,
statements: that the shares represented thereby are subject to restrictions upon
transfer, to an irrevocable proxy under Section 705(e) of the California
Corporations Code, or to restrictions upon voting rights contractually imposed
by the Corporation; that such shares are redeemable or assessable or subject to
conversion and the period for conversion, and any such statement that such
shares are subject to restrictions upon transfer or are assessable shall be
conspicuous. If the shares of the Corporation are classified or if any class of
shares has two (2) or more series, there shall also appear on each certificate
the office or agency of the Corporation from which shareholders may obtain, upon
request and without charge, a statement of the rights, preferences, privileges
and restrictions granted to or imposed upon each class or series of shares
authorized to be issued and upon the holders thereof.

   Notwithstanding the foregoing provisions of this Section 5.07, the Board of
Directors is entitled to elect to cause the Corporation to adopt a system of
issuance, recordation and transfer of its shares by electronic or other means
not involving any issuance of certificates, subject, however, to compliance with
Section 416 of the California Corporations Code and other applicable law
regarding such system.

   SECTION 5.08 REPRESENTATION OF SHARES OF OTHER CORPORATIONS. Subject to the
instructions and control of the Board of Directors, the Chief Executive Officer,
the President or any Vice President and the Secretary or Assistant Secretary of
the Corporation, acting jointly, are authorized to vote, represent and exercise
on behalf of the Corporation all rights incident to any and all shares of any
other corporation or corporations standing in the name of the Corporation. The
authority herein granted to said officers to vote or represent on behalf of the
Corporation any and all shares held by the Corporation in any other corporation
or corporations may be exercised either by such officers in person or by any
person authorized so to do by proxy or power of attorney duly executed by said
officers.

   SECTION 5.09 INSPECTION OF BYLAWS. The Corporation shall keep in its
principal executive office in the State of California, or if there be no such
office at its principal business office in such State, the original or a copy of
these Bylaws as amended to date, which shall be open to inspection by the
shareholders at all reasonable times during office hours. If the principal
executive office is outside such State and the Corporation has no principal
business office in such State, the Corporation shall upon the written request of
any shareholder, made in writing upon the President, Secretary or Assistant
Secretary of the Corporation, furnish to such shareholder a copy of these Bylaws
as amended to date.

                                       13

             ARTICLE VI - RESTRICTIVE LEGENDS ON STOCK CERTIFICATES

   SECTION 6.01 RESTRICTIVE LEGENDS ON STOCK CERTIFICATES. If deemed necessary
or appropriate by the Board of Directors, a legend to the following effect (in
addition to any other legends required by applicable federal or state securities
laws) shall be placed (i) on certificates that represent shares of the
Corporation's stock that are beneficially owned by the Corporation's directors
and executive officers and by any other shareholders that the Board of Directors
determines are or may be "affiliates" of the Corporation within the meaning of
Rule 144 under the Securities Act of 1933, as amended, and (ii) on certificates
that represent shares of the Corporation's stock that are "restricted
securities" within the meaning of Rule 144 under the Securities Act of 1933, as
amended.

               "THE SHARES THAT ARE REPRESENTED BY THIS CERTIFICATE MAY NOT BE
        SOLD, OFFERED FOR SALE, ASSIGNED, PLEDGED OR OTHERWISE TRANSFERRED
        UNLESS SUCH TRANSFER IS REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT
        OF 1933, AS AMENDED, AND APPLICABLE STATE SECURITIES LAWS COVERING SUCH
        SHARES OR UNLESS THE CORPORATION RECEIVES AN OPINION OF COUNSEL OR OTHER
        EVIDENCE SATISFACTORY TO THE CORPORATION TO THE EFFECT THAT SUCH
        REGISTRATION AND QUALIFICATION ARE NOT REQUIRED."

                         ARTICLE VII -- INDEMNIFICATION

   SECTION 7.01 INDEMNIFICATION OF DIRECTORS. The Corporation shall, to the
maximum extent permitted by applicable law but subject to the terms and
conditions of any indemnification agreement that may be entered into between the
director and the Corporation, indemnify each of its directors against expenses
(as defined in Section 317(a) of the California Corporations Code), judgments,
fines, settlements and other amounts actually and reasonably incurred by such
director in connection with any proceeding (as defined in Section 317(a) of the
California Corporations Code) arising by reason of the fact that such director
(i) is or was a director of the Corporation, (ii) was a director of the
Corporation's predecessor, Calavo Growers of California, a California nonprofit
cooperative association, or (iii) is or was serving at the request of the
Corporation as a director of another foreign or domestic corporation,
partnership, joint venture, trust or other enterprise. For purposes of this
Article VII, a "director" includes any person who is or was a director of the
Corporation.

   SECTION 7.02 INDEMNIFICATION OF OFFICERS, EMPLOYEES AND OTHER AGENTS. In
addition to the indemnification that is required to be provided to directors of
the Corporation under Section 7.01 of this Article, the Corporation shall have
the power, to the extent and in the manner permitted by applicable law, to
indemnify each of its officers, employees and other agents against expenses,
judgments, fines, settlements and other amounts actually and reasonably incurred
in connection with any proceeding arising by reason of the fact that such person
is or was an officer, employee or other agent of the Corporation. For purposes
of this Article VII, an "employee," "officer" or "agent" of the Corporation
includes any person (i) who is or was an officer, employee or other agent of the
Corporation, (ii) who is or was serving at the request of the Corporation as a
director, officer, employee or other agent of another foreign or domestic
corporation, partnership, joint venture, trust or other enterprise, or (iii) who
was an officer, employee or other agent of Calavo Growers of California or of
another enterprise at the request of Calavo Growers of California.

   SECTION 7.03 ADVANCE OF EXPENSES. Attorneys' fees and other expenses incurred
in defending any proceeding may be advanced by the Corporation prior to the
final disposition of such proceeding upon receipt of an undertaking by or on
behalf of the indemnified party to repay such amounts if it shall ultimately be
determined that the indemnified party is not entitled to be indemnified as
authorized or provided by this Article VII.

   SECTION 7.04 INDEMNIFICATION NOT EXCLUSIVE. The indemnification authorized or
provided by this Article VII shall not be deemed exclusive of any other rights
to which those seeking indemnification may be entitled under any Bylaw,
agreement, vote of shareholders or directors or otherwise, both as to action in
an official capacity and as to action in another capacity while holding such
office. The rights to indemnification hereunder shall continue as to a person
who has ceased to be a director, officer, employee or other agent and shall
inure to the benefit of the heirs, executors and administrators of such person.

   SECTION 7.05 INSURANCE. The Corporation shall have the power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or other agent of the Corporation against any liability asserted
against or incurred by such person in such capacity or arising out of that
person's status as such, whether or not the Corporation would have the power to
indemnify that person against such liability under the provisions of this
Article VII.

                                       14

   SECTION 7.06 CONFLICTS. No indemnification or advance shall be made under
this Article VII, except where such indemnification or advance is mandated by
law or the order, judgment or decree of any court of competent jurisdiction, in
any circumstance where it appears:

      (a) That it would be inconsistent with a provision of the Corporation's
   Articles of Incorporation, these Bylaws, a resolution of the shareholders or
   an agreement in effect at the time of the accrual of the alleged cause of
   action asserted in the proceeding in which the expenses were incurred or
   other amounts were paid which prohibits or otherwise limits indemnification;
   or

      (b) That it would be inconsistent with any condition expressly imposed by
   a court in approving a settlement.

   SECTION 7.07 INDEMNIFICATION AGREEMENTS. Notwithstanding anything to the
contrary in this Article VII, the Corporation is authorized to enter into a
contract with any director, officer, employee or other agent of the Corporation
(or with any person who is or was serving at the request of the Corporation as a
director, officer, employee or other agent of another corporation, partnership,
joint venture, trust or other enterprise, including employee benefit plans, or
any person who was a director, officer, employee or agent of a corporation which
was a predecessor corporation of the Corporation or of another enterprise at the
request of such predecessor corporation) which provides for indemnification
rights equivalent to or, if the Board of Directors so determines and to the
extent permitted by applicable law, greater than those provided for in this
Article VII.

   SECTION 7.08 AMENDMENT, REPEAL OR MODIFICATION. No amendment, repeal or
modification of any provision of this Article VII shall adversely affect any
right or protection of any director, officer, employee or other agent of the
Corporation which exists at the time of such amendment, repeal or modification.

                           ARTICLE VIII -- AMENDMENTS

   SECTION 8.01 POWER OF SHAREHOLDERS. New Bylaws may be adopted or these Bylaws
may be amended or repealed by the affirmative vote or written consent of a
majority of the outstanding shares entitled to vote, except as may be
specifically set forth in the Articles of Incorporation or these Bylaws to the
contrary.

   SECTION 8.02 POWER OF DIRECTORS. Subject to the right of the shareholders as
provided in Section 8.01 of this Article to adopt, amend or repeal these Bylaws,
Bylaws other than a Bylaw or amendment thereof changing the authorized number of
directors may be adopted, amended or repealed by the affirmative vote of at
least seventy-five percent (75%) of the authorized number of directors. The
adoption of a resolution by the Board of Directors that fixes the exact number
of directors within the authorized range of directors specified in Section 3.02
of these Bylaws shall not be considered an amendment of these Bylaws.

                                       15

                                                                    EXHIBIT 99.2

TUESDAY, MARCH 5, 8:00AM PST

PRESS RELEASE

SOURCE: Calavo Growers, Inc.

CALAVO APPOINTS CROWELL, WEEDON & CO. AND U.S. STOCK TRANSFER CORPORATION

SHARES TO BEGIN TRADING ON THE OVER-THE-COUNTER BULLETIN BOARD

SANTA ANA, Calif. - (BUSINESS WIRE)--March 5, 2002 -
Calavo Growers, Inc., a worldwide leader in the procurement of avocados,
perishable food products and processed avocado products, today announced the
appointment of Crowell, Weedon & Co. and U.S. Stock Transfer Corporation,
respectively, as broker to facilitate the purchase and sale of shares of Calavo
common stock and as transfer agent.

The Company has applied for a ticker symbol and anticipates that transactions
will begin to be reported within the next few weeks on the over-the-counter
bulletin board. Shareholders who buy and sell shares are responsible for the
payment of all brokerage fees and commissions charged by Crowell, Weedon & Co.
or by any other broker that they elect to use.

"We are excited about the flexibility that the listing of our common stock
affords to our shareholders and prospective investors," said Lee Cole, Chairman
of the Board, Chief Executive Officer and President. "This new mechanism for
purchasing and selling our common stock will provide new investors with an
ability to track our stock's performance and enhance the liquidity of existing
shareholders."

"We also look forward to working with Crowell, Weedon & Co. and U.S. Stock
Transfer Corporation as they begin to serve our shareholders in their respective
capacities."

About Calavo

With net sales in excess of $217 million during its fiscal year ended October
31, 2001, Calavo Growers, Inc. engages in the procurement and marketing of
avocados and other perishable foods and the preparation and distribution of
processed avocado products. Calavo's expertise in marketing and distributing
avocado, processed avocado, and other perishable foods allows the company to
deliver a wide array of fresh and processed food products to food distributors,
produce wholesalers, supermarkets, and restaurants on a worldwide basis.

This news release does not constitute an offer to sell any of Calavo's common
stock or the solicitation of an offer to buy any of the common stock. By
deciding to make its common stock eligible for trading on the over-the-counter
bulletin board, Calavo is not making any recommendation to shareholders about
the value of its stock or about the advisability of purchasing or selling its
stock. Calavo will have no involvement in arranging or soliciting purchases and
sales of stock through Crowell, Weedon & Co. or any other broker selected by
shareholders, and Calavo is not responsible for the payment of any fees or
commissions to the broker.

Safe Harbor Statement

This news release contains statements relating to future events and results of
Calavo (including certain projections and business trends) that are
"forward-looking statements" as defined in the Private Securities Litigation
Reform Act of 1995. Actual results and events may differ from those projected as
a result of certain risks and uncertainties. These risks and uncertainties
include but are not limited to: increased competition, conducting substantial
amounts of business internationally, pricing pressures on agricultural products,
adverse whether and growing conditions confronting avocado growers, new
governmental regulations, as well as other risks and uncertainties detailed from
time to time in the company's Securities and Exchange Commission filings,
including, without limitation, the company's Report on Form 10-K for the year
ended October 31, 2001. These forward-looking statements are made only as of the
date hereof, and the company undertakes no obligation to update or revise the
forward-looking statements, whether as a result of new information, future
events or otherwise.

Note to Editors: Calavo is a trademark of Calavo Growers, Inc. Other names
contained in this release are the property of their respective owners.

- -----------------------

Contact:

Calavo Growers, Inc.
Lee Cole, (949) 223-1111

  or

Crowell, Weedon & Co.
Doug DeGroote, (800) 776-5500

                                       2