Articles of Incorporation
of
KIBBLE KINGDOM PET FOOD AND SUPPLIES, INC.
The undersigned incorporators, all of legal age, have voluntarily agreed to form a stock
corporation under the laws of the Republic of the Philippines and certify the following:
First: That the name of said corporation shall be “Kibble Kingdom Pet Food and
Supplies, Inc.;
Second: That the purposes for which such corporation is incorporated are:
Primary Purpose:
To manufacture, produce, import, export, distribute, market, and sell high-quality pet food
products, including but not limited to dry kibble, wet food, and specialty diets, tailored to the
specific nutritional needs of various pet species such as dogs, cats, birds, and small animals;
Secondary Purpose:
To engage in the retail and wholesale trade of pet supplies, including but not limited to pet
accessories, toys, grooming products, bedding, carriers, and other related items to enhance the
well-being and comfort of pets;
Third: That the principal office of the corporation is located in the City of Laoag,
Province of Ilocos Norte, Philippines;
Fourth: That the corporation shall have perpetual existence from the date of issuance of
the certificate of incorporation;
Fifth: That the names, nationalities, and residence addresses of the incorporators of the
corporation are as follows:
Name Nationality Residence
Janella Meaben A. Bagarino Filipino Brgy. 2, Sta. Joaquina, Laoag City
Hannah Joy A. Pascual Filipino Brgy. 5, San Pedro, Laoag City
Kriszelle A. Dayoan Filipino Brgy. 8, San Vicente, Laoag City
Maben B. Ruiz Filipino Brgy. 31, Talingaan, Laoag City
Julius R. Ceredon Filipino Brgy. Dancel, Municipality of Dingras
Sixth: That the number of directors of the corporation shall be five (5), and the names,
nationalities, and residence addresses of the first directors of the corporation are as follows:
Name Nationality Residence
Janella Meaben A. Bagarino Filipino Brgy. 2, Sta. Joaquina, Laoag City
Hannah Joy A. Pascual Filipino Brgy. 5, San Pedro, Laoag City
Kriszelle A. Dayoan Filipino Brgy. 8, San Vicente, Laoag City
Maben B. Ruiz Filipino Brgy. 31, Talingaan, Laoag City
Julius R. Ceredon Filipino Brgy. Dancel, Municipality of Dingras
Seventh: That the authorized capital stock of the corporation is FIVE MILLION PESOS
(P5,000,000.00), divided into FOUR MILLION SIX HUNDRED SEVENTY THOUSAND
(4,670,000) common shares with the par value of ONE PESO (P1.00) per share and SIXTEEN
THOUSAND FIVE HUNDRED (16,500) preferred shares with the par value of TWENTY
PESOS per share (P20.00).
Eighth: That at least 25% of the authorized capital stock has been subscribed and at least
25% of the total subscription has been paid as follows:
Name of Subscriber Nationality No. of Shares Amount Amount Paid
Subscribed Subscribed
Julius R. Ceredon Filipino 8,000 800,000.00 200,000.00
Janella Meaben A. Bagarino Filipino 4,200 420,000.00 105,000.00
Kriszelle A. Dayoan Filipino 100 10,000.00 2,500.00
Maben B. Ruiz Filipino 100 10,000.00 2,500.00
Hannah Joy A. Pascual Filipino 100 10,000.00 2,500.00
TOTAL 12,500 1,250,000.00 312,500.00
Ninth: That HANNAH JOY A. PASCUAL has been elected by the subscribers as
Treasurer of the Corporation to act as such until after the successor is duly elected and qualified
in accordance with the by-laws, that as Treasurer, authority has been given to receive in the name
and for the benefit of the corporation, all subscriptions, contributions or donations paid or given
by the subscribers or members, who certifies the information set forth in the seventh and eighth
clauses above, and that the paid-up portion of the subscription in cash and/or property for the
benefit and credit of the corporation has been duly received.
Tenth: That the incorporators undertake to change the name of the corporation
immediately upon receipt of notice from the Commission that another corporation, partnership or
person has acquired a prior right to the use of such name, that the name has been declared not
distinguishable from a name already registered or reserved for the use of another corporation, or
that it is contrary to law, public morals, good customs or public policy.
Eleventh: No transfer of stock or interest which shall reduce the ownership of Filipino
citizens to less than the required percentage of capital stock as provided by existing laws shall be
allowed or permitted to be recorded in the proper books of the corporation, and this restriction
shall be indicated in all stock certificates issued by the corporation.
IN WITNESS WHEREOF, we have hereunto signed these Articles of Incorporation,
this 16th day of November, 2024 in the City of Laoag, Province of Ilocos Norte, Republic of the
Philippines.
(Sgd.) (Sgd.)
JANELLA MEABEN A. BAGARINO MABEN B. RUIZ
TIN: xxx-xxx-xxx TIN: xxx-xxx-xxx
(Sgd.) (Sgd.)
KRISZELLE A. DAYOAN JULIUS R. CEREDON
TIN: xxx-xxx-xxx TIN: xxx-xxx-xxx
(Sgd.)
HANNAH JOY A. PASCUAL
TIN: xxx-xxx-xxx
SIGNED IN THE PRESENCE OF:
(Sgd.) (Sgd.)
By-laws
of
KIBBLE KINGDOM PET FOOD AND SUPPLIES, INC.
ARTICLE I: CORPORATE OFFICES
Section 1. Registered Principal Office - The registered principal office of Kibble
Kingdom Pet Food and Supplies, Inc. shall be fixed in the corporation’s certificate of
incorporation, as the same may be amended and/or restated from time to time.
Section 2. Other Offices - The corporation’s Board of Directors may at any time
establish other offices at any place or places where the corporation is qualified to conduct its
business.
ARTICLE II: MEETINGS
Section 1. Annual/Regular Meetings - The annual/regular meeting of stockholders shall
be held on July 12 of each year. If this date falls on a Saturday, Sunday, or a legal holiday, the
meeting will be held on the following business day. Notice of regular meetings must be given to
stockholders at least twenty-one (21) days in advance, either in writing or by telephone, clearly
stating the time, place, and purpose of the meeting.
Section 2. Special Meetings - A special meeting of the stockholders may be called by the
President or a majority of the Board of Directors at any time deemed necessary. All stockholders
must be notified of a special meeting at least seven (7) days in advance, either in writing or by
telephone, clearly stating the time, place, and purpose of the meeting.
Section 3. Place of Meetings - All stockholders' meetings, whether regular or special,
will be held at a location designated by the Board of Directors within Laoag City, where the
corporation's principal office is situated.
Section 4. Quorum - For all regular or special meetings of stockholders, a majority
outstanding capital stock must be present or represented in order to constitute a quorum. If no
quorum is constituted, the meeting shall be adjourned until the requisite amount of stock shall be
present.
Section 5. Manner of Voting - At any stockholders' meeting, a stockholder can vote
either in person or by proxy. A proxy shall be valid only for the specific meeting it is presented
for and must be submitted to the Secretary at least ten (10) working days before the meeting. A
stockholder can revoke a proxy by submitting a written revocation to the Secretary prior to the
scheduled meeting.
Section 6. Closing of Transfer Books or Fixing of Record Date - For the purpose of
determining the stockholders who can attend or vote at a stockholders' meeting, or receive
dividends, the Board of Directors can temporarily close the company's stock records for ten (10)
business days prior to the scheduled meeting.
ARTICLE III: BOARD OF DIRECTORS
Section 1. Powers of the Board - Subject to the provisions of the Revised Corporation
Code or R.A. 11232, the business and affairs of the corporation shall be managed and all
corporate powers shall be exercised by or under the discretion of the Board of Directors.
Section 2. Composition, Qualifications, Election and Term of Office - The Board of
Directors shall be composed of five (5) directors, one (1) of whom shall be an independent
director. They shall be elected during each regular meeting of stockholders and shall hold office
for one (1) year and until their successors are elected and qualified. All the directors must
possess the qualifications and none of the disqualifications prescribed by law, rules or
regulations, and these by-laws.
Section 3. Resignation and Vacancies - Any director may resign at any time upon
written notice or by electronic transmission to the chairman of the Board, with a copy to the
secretary of the corporation.
Any vacancy other than by removal by the stockholders or by expiration of term, may be
filled by the vote of at least a majority of the remaining directors if still constituting a quorum;
otherwise, the vacancy must be filled by the stockholders at a regular or at any special meeting of
stockholders duly called for the purpose. A director so elected to fill a vacancy shall be elected
only for the unexpired term of his predecessor in office and until his successor is duly elected
and qualified.
Vacancy resulting from the removal of a director by the stockholders may be filled by
election at the same meeting of stockholders without further notice, or at any regular or at any
special meeting of stockholders called for the purpose, after giving notice as prescribed in these
by-laws.
Section 4. Board Meetings - The board shall hold meetings four times a year, quarterly.
If needed, special meetings can be called by the Chairman, the President, or a majority of the
board members. These meetings can be held at the city where the corporation’s principal office is
situated or any other location specified in the notice. Such notice shall specify the date, time and
place of the meeting, and shall be communicated by the corporate secretary to each director
personally, by telephone, or by electronic mail at least five (5) days prior to the scheduled
meeting .
Section 5. Quorum - No meeting of the board may proceed to transact any business
unless a quorum is present at the start and throughout the duration of the meeting. Except where
the law requires the presence of a greater number, the presence of three (3) directors shall
constitute a quorum.
Section 6. Meetings by Teleconference, Videoconference or Similar Modes -
Meetings of the Board of Directors may be called and held by teleconferencing,
videoconferencing or through similar modes of modern communication technology in
accordance with Memorandum Circular No. 15 of the Securities and Exchange Commission
("SEC") or such other rules and regulations as may be promulgated in respect thereof from time
to time by the SEC.
Section 7. Compensation - The Board will be compensated by receiving and allocating a
maximum of ten percent (10%) of the corporation's net income before income tax for the
previous year. Subject to the approval of stockholders representing at least a majority of the
outstanding capital stock at a regular or special meeting of the stockholders, the Board will
decide how to determine and distribute such compensation among the directors.
ARTICLE IV: OFFICERS
Section 1. Election/Appointment of Officers - Officers of the corporation shall be
elected by the Board of Directors at their first meeting after the election of Directors. These
officers shall be elected to hold office for one (1) year until their successors are elected and
qualified.
Section 2. Statutory Corporate Officers - The corporate officers shall include the
President, Treasurer, Corporate Secretary, and such other officers as may be appointed by the
Board. Any two (2) or more positions may be held concurrently by the same person, except that
no one shall act as president and secretary or as president and treasurer at the same time.
Section 3. President - The president must be a director and must be a stockholder on
record of at least one (1) share. He needs not be a Filipino citizen or a resident of the Philippines.
The president shall exercise the following functions:
a. To preside at the meetings of stockholders;
b. To carry out the company's operational and administrative policies;
c. To report to shareholders and the board of directors;
d. To sign stock certificates; and,
e. To carry out any additional responsibilities assigned to him by the Board of
Directors or incidental to his position.
Section 4. Treasurer - The treasurer may or may not be a director. He needs not be a
Filipino citizen, but must be a citizen of the Philippines.
The treasurer shall have the following duties:
a. To maintain a thorough and precise records in the company's books;
b. To be accountable for all of the company's money, stocks, and bonds;
c. To deposit all of the corporation's money, funds, securities, bonds, and other
valuable assets in the institutions that the Board of Directors may designate from
time to time, in the corporation's name and to its credit;
d. To provide the corporation's financial condition in financial reports;
e. To create and submit to the appropriate government agencies the financial reports,
statements, certificates, and other papers; and,
f. To carry out the tasks, responsibilities, and exercises of authority that the
President may delegate to him.
Section 5. Corporate Secretary - The Corporate Secretary may or may not be a director.
He must be a Filipino citizen, and must be a resident of the Philippines.
The corporate secretary shall have the following duties:
a. To record the minutes of all meetings of the directors and stockholders;
b. To maintain record books containing information on the corporation's stock
certificates, including ledgers and transfer books, listing all of the company's
shares that have been issued, subscribed for, and transferred;
c. To maintain the corporate seal, apply it to all documents and papers that need one,
and sign all corporate documents that need one;
d. To ensure that all notices of the corporation that are mandated by law or these
bylaws are provided and served;
e. To countersign corporate documents or certificates, certify such corporate acts,
and provide reports or declarations;
f. To determine the number of outstanding and eligible shares of stock, the shares
represented at the meeting, the presence of a quorum, the validity and impact of
proxies, and the receipt of votes, ballots, or consents;
g. To count and tabulate all votes, determine the outcome, and perform other tasks
as appropriate to conduct of the election; and,
h. To carry out other tasks that the President or the Board may delegate to him.
Section 6. Vacancies - For vacancies arising from death, resignation, disqualification or
any other cause, the Board of Directors may, by majority vote, elect a successor who shall hold
office for the unexpired term.
Section 7. Compensation - The Board of Directors shall fix the compensation of the
officers and agents of the corporation.
ARTICLE V: GENERAL MATTERS
Section 1. Dividends - Dividends shall be declared and paid out of the unrestricted
earnings of the corporation, payable in cash, in property, or in shares of the corporation’s capital
stock.
Section 2. Fiscal Year - The fiscal year of the corporation shall begin on the first day of
January and end on the last day of December of each year.
Section 3. Corporate Seal - The corporation may adopt a corporate seal, which may be
altered by the Board of Directors. The corporation may use the corporate seal by causing it or a
facsimile thereof to be affixed or in any other manner reproduced.
ARTICLE VI: ADOPTION OR AMENDMENT OF THE BY-LAWS
Section 1. Adoption of the By-Laws - Adoption of the by-laws shall require the
affirmative vote of the stockholders representing at least a majority of the outstanding capital
stock. To adopt new by-laws, the vote of the majority of the Board of Directors and the owners
of at least a majority of the outstanding capital stock is required.
Section 2. Amendment of the By-Laws - The majority vote of the Board of Directors
and the owners of at least a majority of the outstanding capital stock, at a regular or special
meeting duly called for the purpose, may amend the by-laws.
IN WITNESS WHEREOF, we have hereunto signed these By-Laws, this 16th day of
November, 2024 in the City of Laoag, Province of Ilocos Norte, Republic of the Philippines.
(Sgd.) (Sgd.)
JANELLA MEABEN A. BAGARINO MABEN B. RUIZ
TIN: xxx-xxx-xxx TIN: xxx-xxx-xxx
(Sgd.) (Sgd.)
KRISZELLE A. DAYOAN JULIUS R. CEREDON
TIN: xxx-xxx-xxx TIN: xxx-xxx-xxx
(Sgd.)
HANNAH JOY A. PASCUAL
TIN: xxx-xxx-xxx
SIGNED IN THE PRESENCE OF:
(Sgd.)
(Sgd.)
