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KALESA BUFFET AND SHABU SHABU INC.

Minutes of the Board Meeting


Held at Brgy. Quibaol, Nansangaan Cor. Biec East, Binmaley, Pangasinan
August 18, 2017

The meeting was called to order at 11:00 A.M. The following are present during the
meeting:
1. Virgilio Z. Posadas
2. Routh Prado- representing Nuclair P. Rosario and Alfredo M. Prado
3. Mirabelle P. Prado
4. Alicia P. Gerona

Absent:
1. Irene Z. Prado
2. Adonis Prado

That, thru the motion of Mr. Virgilio Z. Posadas and seconded by Ms. Mirabelle P. Prado
the group suggested that the contributions of each incorporator, member and officers of the
corporation must be itemized and properly accounted for by the recipient (Ms. Irene Z. Prado) to the
Board, since some of them specifically Ms. Routh Prado and Ms. Mirabelle P. Prado, both contributed a
material amount but their names were not included among the incorporators when the company was
registered at Securities and Exchange Commission.

The contributions of each member in cash are as follows: 1. Mirabelle P. Prado -Ph
426,500.00 ( Ph 250,000.00 given to Ms. Irene Z. Prado deposited in her BDO Acct. and Ph 176,500.00
was used as additional operating expense as evidenced by receipts); 2. Routh Prado-Ph 200,000.00, 3.
Ms. Nuclair P. Rosario- Ph 126,500.00, 4. Alfredo Prado-Ph 100,000.00, 5. Alicia P. Gerona-Ph
213,250.00, 6. Virgilio Z. Posadas-213,250.00 (Item 2-6, amounts were all deposited to the account of
Ms. Irene Z. Prado as evidenced by deposit slip), 7. Irene Z. Prado- Ph 213,250.00 and 8. Adonis M.
Prado- Ph 213,250.00, total paid up capital is Ph 1,706,000.00.

That, the names of the following, Ms. Mirabelle P. Prado, Ms. Alicia P. Gerona and Ms.
Routh Prado must be included among the names of incorporators in the Articles of Incorporation and By
laws; and that the total contributions be treated as paid up capital and not authorized capital, therefore
the total authorized capital will now be Ph 6,824,000.00, divided into 68,240 shares with a par value of
Ph 100.00 per share.

Resolved, that amendments must be made immediately on the said Articles of incorporation
and By- laws, to strengthen things and to correct some datas that will greatly affect the preparation of
the financial statements in the future, so such amendment be made on or before Aug. 26, 2017,
unanimously approved.

That, the group realized the need to open an account to safeguard the sales and revenue of
the company, so upon the motion of Ms. Alicia P. Gerona and seconded by Ms. Routh Prado, the group
decided to open an account at BDO Lingayen and unanimously approved by the group.

That, the need for the services of an Accountant is immediate, the group decided to hire the
services of Mrs. Evelyn Joy R. Estrada, owner of Everest Financial Management and Services, with office
address at 2/F Francisco Chu Bldg., Burgos Extension, Dagupan City, to help establish the company’s
operation, install internal control system and give professional advice and trainings to staff and other
personnel and officers involved in the operation. Unanimously approved also by the group.
That, the group also decided to establish the officers of the company in line with the
proposed amendment of the Articles of incorporation and by-laws: President – Mirabelle P. Prado, Vice-
President- Irene Z. Prado, Treas.- Virgilio Z. Posadas, Auditor- Alicia P. Gerona, Sec. Routh Prado,
Consultants- 1. Alfredo Prado, 2. Adonis Prado and 3. Nuclair P. Rosario, unanimously approved.

Since no additional matters will be taken up, the meeting was adjourned at 2 P.M.

Directors:

MIRABELLE P. PRADO VIRGILIO Z. POSADAS


President Treasurer

ROUTH M. PRADO ALICIA P. GERONA


Secretary Auditor

ALFREDO M. PRADO NUCLAIR P. ROSARIO


Consultant Consultant

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