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ARTICLES OF PARTNERSHIP

OF
M&J LETS FLY TRAVEL AND TOURS

KNOW ALL MEN BY THESE PRESENTS:


The undersigned names, of legal age are resident of the
Philippines, have agreed to bind themselves to form a partnership,
effective as of this day, under the terms and conditions set by the
existing laws of the Republic of the Philippines.

AND WE HEREBY CERTIFY:


I
That the partnership will operate under the business name
M&J LETS FLY TRAVEL AND TOURS.
II
That the principal office of this partnership is located at #47
Tiring, Cabatuan, Iloilo City, Philippines.
III
That the names, surnames and postal address of the partners
of this partnership are as follows:
NAMES
Marycor Joy N. Berja
Jogie Marie C. Lenaugo

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.

IN WITNESS WHEREOF we have hereunto set our hands this


March 04, 2014 at the City of Iloilo, Philippines.

______________________

_______________________

MARYCOR JOY N. BERJA

JOGIE MARIE C. LENAUGO

Signed in the presence of:

____________________
Witness

_____________________
Witness

ARTICLES OF INCORPORATION
GADGETS KINGDOM

KNOW ALL MEN BY THESE PRESENTS:


The Incorporators mentioned are all of legal age and are
residents of the Philippines, have this day voluntarily agreed to form
a stock corporation governing under the laws of the Republic of the
Philippines.

AND WE HEREBY CERTIFY:


I
That the name of the corporation shall be GADGETS
KINGDOM.
II

That the purpose of creating this corporation is to make,


produce and sell hi-tech, unique, newly and innovated gadgets of all
kinds to satisfy the needs of different consumers.
III
That the principal office of the corporation is located at 47
Buendia Avenue, Makati, Metro Manila.
IV
That the term of existence of the said corporation is Fifty (50)
years from the date of issuance of the certificate of incorporation.

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

Blk. 4 Lot 12 Peace


Village, Antipolo

Filipino

Blk 10 Lot 13,


Landheight, Iloilo

Rizjan Caspe

Filipino

Blk 15 Lot 8, Imp. V,


Mandurriao,

Iloilo City

Jogie C. Lenaugo

Filipino

Homes,
Mandurriao, Iloilo City
Leo A. Nandin

Filipino

Glen A, blk 5 lot 26


Savannah

Blk. 3 Lot 78 Holy


Village, Antipolo

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

Blk. 4 Lot 12 Peace


Village, Antipolo

Filipino

Blk 10 Lot 13,


Landheights,

Filipino

Blk 15 Lot 8, Imp. V,


Mandurriao, Iloilo

Jogie C. Lenaugo

Filipino

City
Leo A. Nandin

Glen A, blk 5 lot 26


Savannah Homes,
Mandurriao, Iloilo

Filipino

Blk. 3 Lot 78 Holy


Village, Antipolo

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

That no transfer of shares of capital of the corporation which


would decrease the stock ownership of the Filipino Citizen to less
than the percentage of the capital stock required by the law, shall
be permitted to be recorded in the books of the corporation. This
restriction shall be included in all certificates of stock to be issued
by the corporation.
X

That Jennifer Caspe has been elected by the subscribers as


Treasurer of the corporation to act as such until her successor is
elected and have qualified in accordance with the by-laws; and she
as treasurer is authorized to receive and issue receipts for all
subscriptions paid by the stockholders in the behalf of the
corporation.
IN WITNESS WHEREOF, we have hereunto set our hands, this
4 of March 2014 at Manila, Philippines.
th

___________________

_____________________

MARYCOR N. BERJA

JOGIE C. LENAUGO

________________

__________________

________________

RIZJAN C. CASPE

JENNIFER D. CASPE

LEO A. NANDIN Jr.

Signed in the presence of:

___________________
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.

Section 4. NOTICE OF MEETINGS Notices for either annual or


special meeting of the Stockholders may be sent by personal
delivery or by email, by the Secretary at least two (2) weeks before
the meeting to the last known address of the holder.
Section 5. QUORUM As provided by law, the majority of the
stockholders must attend in order to constitute a quorum. If no
quorum is met, the meeting shall be adjourned and until such time
that the required number of holders is present.
Section 6. MANNER OF VOTING At any circumstances, the
holder may vote in person or appoint other person. The allowed and
permitted Proxies are only the relatives up to fourth degree of
consanguinity. The holder may only be represented by a proxy seven
times for the entire term of the business. Proxies must be known to
the Secretary a day or time before the scheduled meeting, whichever
is possible.
Section 8. CLOSING OF TRANSFER BOOKS For the purpose of
determining the stockholders entitled to notice of or to vote at any
meeting of holders or to receive payment for dividends, the Board of
Directors may provide to close the stock and transfer books within
Fifteen days after conducting the meeting.

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.

Section 2. POWERS OF THE BOARD The business and affairs of


the Corporation shall be managed by the Board of Directors.
Section 3. ELECTION AND TERM Board of Directors shall be
elected bi-annual during the regular meeting of the stockholders
and shall hold office for two (2) years or until his successor is
elected.
Section 4. VACANCIES - Any vacancy occurring in the Board of
Directors may be filled by the affirmative vote of a majority of the
remaining directors. A director elected to fill a vacancy shall be
elected for the unexpired term of his predecessor in office. Any
directorship to be filled by reason of an increase in the number of
directors may be filled by election by the Board of Directors for a
term of office continuing only until the next election of directors by
the shareholders.
Section 5. REGULAR MEETINGS - The annual meeting shall be
held at any place wherever the Directors agreed on 4th day of each
month at 2:00PM.
Section 6. SPECIAL MEETINGS - Special meetings of the Board of
Directors may be called by or at the request of the President or any
two directors. The person or persons authorized to call special
meetings of the Board of Directors may fix the place for holding any
special meeting of the Board of Directors called by them.
Section 7. NOTICE OF MEETINGS Notice of regular or special
meeting must be sent to every director or trustee at least one (1) day
prior to the scheduled meeting unless otherwise provided.
Section 8. QUORUM - A majority of the number of directors shall
constitute a quorum for the transaction of business at any meeting
of the Board of Directors, but if less than such majority is present
at a meeting, a majority of the directors present may adjourn the
meeting from time to time without further notice.

Section 9. COMPENSATION In return for their hard work, Board


of Directors has the privilege for a fifteen percent (5%) share in the
profit. Each Director will be given a One hundred fifty thousand
(P150,000.00) compensation and subject to reimbursement for
expenses incurred with connection in carrying out the Corporation.

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.

Section 3. SECRETARY - The Secretary shall:(a) Keep the minutes


of the proceedings of the shareholders and of the Board of Directors
in one or more minute books provided for that purpose; (b) See that
all notices are duly given in accordance with the provisions of these
Bylaws or as required by law; (c) Be custodian of the corporate
records and of the seal of the Corporation and see that the seal of
the Corporation is affixed to all documents, the execution of which
on behalf of the Corporation under its seal is duly authorized; (d)
Keep a register of the post office address of each shareholder which
shall be furnished to the Secretary by such shareholder; (e) Sign
with the President certificates for shares of the Corporation, the
issuance of which shall have been authorized by resolution of the
Board of Directors; (f) Have general charge of the stock transfer
books of the Corporation; and (g) In general perform all duties
incident to the office of the Secretary and such other duties as from
time to time may be assigned to him by the President or by the
Board of Directors.
Section 4. TREASURER - The Treasurer shall: (a) Have charge and
custody of and be responsible for all funds and securities of the
Corporation; (b) Receive and give receipts for moneys due and
payable to the Corporation from any source whatsoever, and deposit
all such moneys in the name of
the Corporation in such banks,
trust companies or other depositories as shall be selected in
accordance with the provisions of Article VI of these Bylaws; and (c)
In general perform all of the duties incident to the office of
Treasurer and such other duties as from time to time may be
assigned to him by the President or by the Board of Directors. If
required by the Board of Directors, the Treasurer shall give a bond
for the faithful discharge of his duties in such sum and with such
sureties as the Board of Directors shall determine.
Section 5. TERM - Officers shall be elected bi-annual during the
regular meeting of the stockholders and shall hold office for two (2)
years or until his successor is elected.

Section 6. VACANCIES - Any vacancy occurring in the Officers


may be filled by the affirmative vote of a majority of the
stockholders. An officer elected to fill a vacancy shall be elected for
the unexpired term of his predecessor in office.
Section 7. COMPENSATION Officers are entitled for a fixed
salary of One hundred thousand (P100,000.00).

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.

Section 3. TRANSFER - Transfer of shares of the Corporation shall


be made only on the stock transfer books of the Corporation by the
holder of record
thereof or by his legal representative, who shall
furnish proper evidence of authority to transfer, or by his attorney
thereunto authorized by power of attorney duly executed and filed
with the Secretary of the Corporation, and on surrender for
cancellation of the certificate for such shares. The person in whose
name shares stand on the books of the Corporation shall be
deemed by the Corporation to be the owner thereof for all purposes.

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

to amend is delegated to the Board of Directors by vote of


stockholders or not less than two-thirds of the outstanding capital
shares. The power given to the Board of Directors to amend may
only be revoke by vote of the stockholders representing a majority of
the outstanding capital stock at any meeting.

Technological Institute of the Philippines


938 Aurora Blvd., Cubao, Quezon City

ARTICLES OF PARTNERSHIP,
ARTICLES OF INCORPORATION
&
BY-LAWS
(Law 323)

Marycor Joy N. Berja


BSA32KB3

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