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OF
M&J LETS FLY TRAVEL AND TOURS
ADDRESS
#1204 Brgy. Banguit,
Cabatuan, Iloilo City
Glen A, blk 5 lot 26
Savannah Homes,
Mandurriao,
Iloilo City
IV
That the capital of the partnership is Four Hundred Thousand
Pesos (P400,000.00) which has been contributed as follows: for
Marycor Joy N. Berja, Two Hundred Twenty Thousand Pesos
(P220,000.00) and One Hundred Fifty Thousand Pesos
(P150,000.00) together with a desktop computer and printer worth
Thirty Thousand Pesos for Jogie Marie C. Lenaugo.
V
That the purpose of the partnership is to engage in selling
domestic and international tickets of all airlines with affordable
price and good service.
VI
That Marycor Joy will serve as General Manager of the
partnership with the right to manage and supervise the business.
While Jogie Marie will be in charge for the books and other
documents such as booking of flights and interaction with the
clients.
VII
The profits and losses shall be dividend to both partners based
on their capital contribution. That Marycor and Jogie shall receive a
monthly salary of Twenty-Five Thousand Pesos (P25,000.00) and
Fifteen Thousand Pesos (P15,000.00) respectively.
______________________
_______________________
____________________
Witness
_____________________
Witness
ARTICLES OF INCORPORATION
GADGETS KINGDOM
V
That the names, nationalities
incorporators are as follows:
NAME
City
and
NATIONALITY
residences
of
the
RESIDENCE
Marycor N. Berja
Filipino
City
Jennifer D. Caspe
Filipino
Rizjan Caspe
Filipino
Iloilo City
Jogie C. Lenaugo
Filipino
Homes,
Mandurriao, Iloilo City
Leo A. Nandin
Filipino
City
VI
That the number of directors of the corporation shall be five (5)
and the names, nationalities and residences of the first directors
are as follows:
NAME
NATIONALITY
Marycor N. Berja
Filipino
City
Jennifer D. Caspe
Filipino
Filipino
Jogie C. Lenaugo
Filipino
City
Leo A. Nandin
Filipino
Iloilo City
Rizjan Caspe
City
City
RESIDENCE
VII
That the authorized capital stock of the corporation is Fifteen
Million Pesos (P15,000,000.00) divided into 15,000 common shares
with a par value of One Thousand Pesos (P1,000.00) per share.
VIII
That the amount of capital stock which have been subscribed
is Seven Million Pesos (P7,000,000.00), the names, number of
shares subscribed and the amount paid in subscribed are indicated
below:
NAME NATIONALITY
PAID
Marycor Berja
Jogie Lenaugo
Jennifer Caspe
Rizjan Caspe
Leo Nandin
Total
Filipino
Filipino
Filipino
Filipino
Filipino
NO. OF
AMOUNT
AMOUNT
SHARES
SUBSCRIBED
SUBSCRIBED
2,000 P 2,000,000.00 P 800,000.00
1,700
1,700,000.00
700,000.00
1,200
1,200,000.00
600,000.00
1,100
1,100,000.00
500,000.00
1,000
1,000,000.00
400,000.00
7,000 P 7,000,000.00 P3,000,000.00
IX
___________________
_____________________
MARYCOR N. BERJA
JOGIE C. LENAUGO
________________
__________________
________________
RIZJAN C. CASPE
JENNIFER D. CASPE
___________________
Witness
_____________________
Witness
BY-LAWS
OF
GADGETS KINGDOM
ARTICLE I
SHAREHOLDERS
Section 1. ANNUAL MEETING The annual meeting shall be held
at 47 Buendia Avenue, Makati, Metro Manila on 13 th day of June
every year beginning this 2014 at 4:00PM, if declared as special
holiday, then on the following day.
Section 2. SPECIAL MEETINGS The special meetings for any
purpose(s) may be called by the (a) President, upon request of
stockholders not less than sixty percent (60%) of all outstanding
shares or (b) Board of Directors.
Section 3. PLACE OF MEETINGS Stockholders meetings, either
annual or special shall be held at the principal place of the
business, or at any place designated by the Board of Directors in
the city of Makati, Metro Manila.
ARTICLE II
BOARD OF DIRECTORS
Section 1. QUALIFICATION Aside from what the law requires, He
must hold at least five percent (5%) of the outstanding shares and
not having the age of sixty (60) at the time his term. A college
graduate of any program under Business Administration with
experience in managing businesses.
ARTICLE III
OFFICERS
Section 1. ELECTION OF OFFICERS Upon receiving the
certificate of incorporation, Board of Directors must elect a
President, Secretary and Treasurer.
Section 2. PRESIDENT The President shall be the principal
executive officer of the Corporation and subject to the control of the
Board of Directors, shall in general supervise and control all of the
business and affairs of the Corporation. Therefore, the President
must be a good looking person with pleasing personality, a college
graduate of Business Administration program and not having the
age of fifty (50) on the time of his election. He shall, when present,
preside at all meetings of the shareholders and of the Board of
Directors, unless there is a Chairman of the Board in which case
the Chairman shall preside. He may sign, with the Secretary or any
other proper officer of the Corporation thereunto authorized by the
Board of Directors, certificates for shares of the Corporation, any
deeds, mortgages, bonds, contracts, or other instruments which the
Board of Directors has authorized to be executed, except in cases
where the signing and execution thereof shall be expressly
delegated by the Board of Directors or by these Bylaws to some
other officer or agent of the Corporation, or shall be required by law
to be otherwise signed or executed; and in general shall perform all
duties incident to the office of President and such other duties as
may be prescribed by the Board of Directors from time to time.
ARTICLE IV
OFFICE
Section 1. The principal office of Gadget Kingdom shall be located
at the place stated in Article III of the Article of Incorporation. The
Board of Directors may designate other branches or offices of the
corporation either within or outside the Philippines.
ARTICLE V
SUBSCRIPTION, ISSUANCE AND TRANSFER OF SHARES
Section 1. SUBSCRIPTION The subscriber to the share must pay
a corresponding amount equal to the number of shares he
subscribed in accordance with the terms and conditions made by
the Board of Directors.
Section 2. ISSUANCE The stockholders are entitled for one or
more certificates for fully paid subscribed shares in his name. The
certificate must contain the matters required in the Articles of
Incorporation, signed by the
President, countered signed by the
Secretary or by other officer authorized by law and by the Board of
Directors as well with corporate seal. All certificates must be
consecutively numbered and identified.
ARTICLE VI
FISCAL YEAR, DIVIDEND AND SEAL
Section 1. FISCAL YEAR The fiscal year of the corporation will
begin on 1st of April and end on 30th of March each year.
Section 2. DIVIDEND The Board of Directors from time to time
may declare and paid dividend out of the unrestricted retained
earnings of the corporation which is payable cash, property or stock
to stockholders based on their outstanding shares as often and at
such times as the Directors may determine in accordance with the
law.
Section 3. SEAL The form and inscription of the corporate seal is
determined by the Board of Directors.
ARTICLE VI
AMENDMENTS
Section 1. These by-laws may be amended or altered by majority
votes of the stockholders representing a majority of the outstanding
capital stock at any regular or special meeting. However, the power
ARTICLES OF PARTNERSHIP,
ARTICLES OF INCORPORATION
&
BY-LAWS
(Law 323)