articles-of-incorporation-and-by-laws

22
A Feasibility Study on Customized Jeans and Retailing In Partial Fulfillment of the Requirements for Management Services (BA 129) Submitted to: Professor Ma. Therese Agustin Proponents: EALA Inc. Duron, Anna Belle T. Feliciano, Earvin C. Mortel, Ana Margarita A. Sison, Llalaine T. BA 129 TFX (Group 6) 19 th of September 2006 I. Introduction

Upload: juwan-tindahan

Post on 01-Nov-2014

24 views

Category:

Documents


1 download

DESCRIPTION

Articles-of-Incorporation-and-by-Laws

TRANSCRIPT

Page 1: Articles-of-Incorporation-and-by-Laws

A Feasibility Study on Customized Jeans and Retailing

In Partial Fulfillment

of the Requirements for

Management Services (BA 129)

Submitted to:

Professor Ma. Therese Agustin

Proponents:

EALA Inc.

Duron, Anna Belle T.

Feliciano, Earvin C.

Mortel, Ana Margarita A.

Sison, Llalaine T.

BA 129 TFX (Group 6)

19th of September 2006

I. Introduction

Page 2: Articles-of-Incorporation-and-by-Laws

EALA Inc. is a collaboration of ideas, talents and hard work of Business

Administration majors from the University of the Philippines-Diliman. Disliking the

idea of working for others on a fixed schedule, they are advocates of

entrepreneurship who conceptualized their own business in order to become their

own bosses. Spotting an opportunity in the nature of the Philippine retailing industry

and conducting a series of strategic market skimming led to the idea of providing

customized jeans for the young Filipino adult.

Clothing in recent times has already become an expression of a lifestyle, while self

expression is a need that the young Filipino experiences upon entering college.

Through a lot of ways, and especially through dressing up, the young Filipino is

relentless in his pursuit to find ways to express his individuality. EALA Inc. aims to

capitalize on this fact, and in the growing desire of people to look good without

sacrificing comfort.

The young adult’s lifestyle is not sedentary – as he traverses through his youth, he

enters a world filled with new experiences and happenings. He makes new friends

and acquaintances, and with this, experiences new joys and miseries. As his

experiences increase and his network expands, his tastes and preferences evolve as

well.

With this knowledge, EALA Inc. has decided on bank on ways by which the target

market can express itself in limitless ways, given the assumed evolution of his

tastes. Through customized and tailored-to-fit jeans branded under PantSaloon,

the young Filipino adult has a new avenue by which he can convey his individuality.

PantSaloon is a boutique that adds a service dimension to the retailing of jeans

through customization and tailor-fitting. By giving the customers a chance to design

their jeans according to their every whim, while assuring them of its perfect fit,

PantSaloon will represent every young Filipino adult’s quest for self-expression,

individuality, adventure and freedom.

II. Board of Directors

2

Page 3: Articles-of-Incorporation-and-by-Laws

Duron, Anna Belle

Feliciano, Earvin

Mortel, Ana Margarita

Sison, Llalaine

Our Deepest Gratitude

To our family, for the unconditional love and understanding, and for being our

constant source of inspiration.

3

Page 4: Articles-of-Incorporation-and-by-Laws

Atty. Honorardo Mortel and Atty. Cristina Mortel

Mr. Lorenzo Sison Jr. and Mrs. Nenita Sison

Mr. and Mrs. Duron

Mr. and Mrs. Feliciano

You have raised four amazing, talented, hardworking, and persevering children.

To our cute and very supportive friends:

Anthony Meriel Garcia, proponent of En Cima Inc.

The proponents of Magnum Inc.

Katrina Cantos

Michelle Cipriano

Marisol Mendoza

Edlyn Shane Quidato

Raissa Villanueva

Maggie Atienza

Jhasper Reganit

Charisse Bernardo

Roanna Michelle Natividad

Joseph Frederick Monsada

VIKTOR and his cutie sales “men”

Wham! Burgers – Blue Ridge

Kenny Rogers - Katipunan

Starbucks - Katipunan

MMC Batch 06-A

CBA Batch 06

Aisa Ibrahim

Iskra Clavesillas

Jego Bolinao

4

Page 5: Articles-of-Incorporation-and-by-Laws

KC Decapia

KC Alfaro

Odenna Rios

Raymond Silva

Sushee Vilanueva

Mark Dendrix Bantigue

Daryl Allen Saddi

Mannix Chong

Johzen Barleta

Angela Caligner

Cyphrine Dalog

Rafael Marcos

Ricah Quindong

Wilmyna Descallar

KFC and McDonalds

BA Case Discussion Rooms and Back Lobby

Seattle’s Best - Katipunan

7-11 - Katipunan

Lee Dong-Wook and My Girl

The Podium

SM Megamall

LRT Monumento Station

And

God Almighty

for Your undying love.

5

Page 6: Articles-of-Incorporation-and-by-Laws

III. Certification of Non-Plagiarism

C E R T I F I C A T I O N

This is to certify that no form of plagiarism has been done in the fulfillment of

this feasibility study for customized-jeans retailing company.

Rest assured that EALA Inc. has properly documented the sources of

information and cited the authors, titles and web sites wherein which these

information were based.

6

Page 7: Articles-of-Incorporation-and-by-Laws

Should there be instances that similar words and ideas are not properly cited,

it would solely be because the group has never encountered them and is not aware

of its existence.

Signed the 19th day of September 2006, at the College of Business

Administration, University of the Philippines, Diliman, Quezon City.

Anna Belle T. Duron Earvin C. Feliciano

Ana Margarita A. Mortel Llalaine T. Sison

IV. Project Sponsors

MANAGING

1. Sunshine Ong

Statistician

Ms. Sunshine Ong, a BS Statistics graduate from the University of the Philippines-

Diliman, shall aid EALA Inc. in the development of a research instruments, selection

of a suitable sampling methods, and processing of relevant statistical data that the

business might need in the course of its operations.

7

Page 8: Articles-of-Incorporation-and-by-Laws

2. Arch. Joaquin Corpuz

Partner, JGC Architects

Architect Joaquin Corpuz graduated Cum Laude from the University of the

Philippines-Diliman, with a degree in Architecture. His knowledge in structural

design helped EALA Inc. complete its technical appraisal for PantSaloon.

FINANCIAL

1. Lorenzo Sison Jr.

Mr. Lorenzo Sison, a Certified Public Accountant, is the former branch accountant of

Phil Bank.

2. Leonila T. Amposta

VP for Operations, Bank of the Philippine Islands

An Economics graduate, Leonila T. Amposta has been in the banking industry for 30

years. Her work has landed her positions in banks like Far East Bank, Asian

Development Bank and Bank of South East Asia, before joining BPI as its VP for

operations.

3. Edilberto Marcos

Bank Manager, Philippine National Bank

Mr. Edilberto Marcos is a Certified Public Accountant and the Bank Manager of PNB

Meycauayan Branch. He has been with the company for more than 20 years, and is

the source of valuable information for loans.

OPERATIONS

1. Amor Cheng

Manager, Le Grand Tailoring Shop

8

Page 9: Articles-of-Incorporation-and-by-Laws

Ms. Chong is the shop manager of Le Grand Tailoring Shop. Her experience in

running a tailoring shop as well as her technical knowledge in the right equipment

to invest in helped PantSaloon in structuring its operations and finding the right

equipment for PantSaloon to invest in.

2. Dave Chong

Mr. Dave Chong is a professional graphics artist based in New York. His talent and

hard work has landed him jobs in the production designs of animated Hollywood

films such as X-Men, Star Wars and Monsters Inc. He is currently in the process of

starting up his own graphics design business. His expertise in this area shall be

helpful to EALA Inc. in updating and maintaining its software investments.

V. Articles of Incorporation of EALA Inc.

KNOW ALL PERSONS BY THESE PRESENTS:

The undersigned incorporators, all of legal age and are residents of the Philippines,

have this day voluntarily agreed to form a stock, private corporation under the laws

of the Republic of the Philippines.

And WE HEREBY CERTIFY:

FIRST: That the name of the said company shall be:

EALA, INC.

9

Page 10: Articles-of-Incorporation-and-by-Laws

SECOND: That the purpose for organizing this company is to observe and cultivate

the principles and values of entrepreneurship embodied in an association of

individuals whose dedication to service, hard work, and innovativeness led them to

establish a business that will thrive in the Philippine Garments Industry.

THIRD: That in order to fulfill this vision, the company shall commit itself to the

following objectives:

1. To establish a name and brand equity within the clothing business(es)

2. To establish a business that gains adequate market share over its life.

3. To meet the apparel demand of the target consumers;

4. To provide part time and full time employment;

5. To collect, invest and reinvest all money and income not immediately needed

and hold the same for the company’s future endeavors;

6. To buy, hold, sell, lease, exchange, mortgage, construct or acquire real and

personal property, or acquire interest in real or personal property, deemed

necessary for business administration and pursuit of the company’s aims and

purposes;

7. To organize and conduct any activity necessary for the purposes of the

company, and generally to perform all activities which are directly or

indirectly incidental to the attainment of the above objects.

FOURTH: That the principal office of the company is to be established in 33 P.

Burgos Street, corner G. del Pilar Street, West 10th Avenue, Caloocan City.

FIFTH: That the term of the company’s existence is fifty (50) years from the date of

incorporation, unless the law requires it to be sooner dissolved, in which case, the

remaining assets shall be disposed of and distributed to the remaining

incorporators.

SIXTH: That the names, nationalities, and residences of the incorporators of

the company are as follows:

NAME: Anna Belle Duron

NATIONALITY: Filipino

10

Page 11: Articles-of-Incorporation-and-by-Laws

ADDRESS: 108 Emerald Street, Gloria 4 Subdivision, Pasong Tamo, Tandang

Sora, Quezon City

NAME: Earvin Feliciano

NATIONALITY: Filipino

ADDRESS: 2B Fernandez St. SFDM Quezon City, QC

NAME: Ana Margarita Mortel

NATIONALITY: Filipino

ADDRESS: 8 Pearl Street, BF Emapalico Homes, Las Pinas City

NAME: Llalaine Sison

NATIONALITY: Filipino

ADDRESS: 33 P. Burgos Street, corner G. del Pilar Street, West 10th Ave.,

Caloocan City

SEVENTH: That the initial members of the company are the incorporators and the

first trustees thereof. Additional members may be admitted, and their names shall

accordingly be submitted to the Securities and Exchange Commission. The initial

members’ contributions are the following:

Name: Contribution:

Anna Belle Duron Php 250,000

Earvin Feliciano Php 250,000

Ana Margarita Mortel Php 250,000

Llalaine Sison Php 250,000

EIGHTH: That Anna Belle Duron has been elected by the members as the Treasurer

of the company and will perform all the duties and responsibilities of the Treasurer

until her successor is duly qualified and elected in accordance with the by-laws.

IN WITNESS WHEREOF, we have hereunto signed these Articles of

Incorporation, this 19th day of September 2006 in Quezon City, Republic of the

Philippines.

11

Page 12: Articles-of-Incorporation-and-by-Laws

Anna Belle Duron Earvin Feliciano

Ana Margarita Mortel Llalaine Sison

VI. By-Laws of EALA, Inc.

Article I

OBJECTIVES AND PURPOSES

Section 1. The objectives and purposes of the company are those set forth in its

Articles of Incorporation and those generally governing corporations under the laws

of the Republic of the Philippines.

Article II

OFFICE

Section 1. The principal office of the EALA Inc. shall be located in West 10th

Avenue, Caloocan City

Article III

MEMBERSHIP

Section 1. The membership of the company shall be open to any natural persons

who are of legal age and residents of the Philippines for at least 6 years.

Section 2. A member is entitled to all the rights and privileges of membership.

12

Page 13: Articles-of-Incorporation-and-by-Laws

Section 3. The members of the company shall have the following duties and

responsibilities:

a. To comply with the policies, rules and regulations as set down in these

by laws by the Board of Trustees and General Assembly

b. To perform the obligations stipulated in the application for

membership, and other instruments required to be executed;

c. To attend meetings and participate in discussions;

d. To attend conferences and seminars, as may be required;

e. To participate and support the projects and activities of the company;

f. To comply with all other obligations as may be prescribed.

Section 4. The following are the rights and powers of the members of the

company;

a. To avail of its services and programs;

b. To receive regular publications and correspondences;

c. To participate in its projects, programs and activities;

d. To examine records of the company during business hours;

e. To enjoy all other privileges as may be provided for.

Section 5. Members in good standing are those who:

a. Have paid the required membership fee and the annual dues for the

preceding fiscal year;

b. Have not committed any form of violation to the rules and regulations

of the company, as stipulated in its by-laws;

c. Complied with the duties and responsibilities of a member.

Section 6. Only members in good standing are entitled to vote, be voted upon,

and remove the persons elected into office.

Article IV

THE GENERAL ASSEMBLY

13

Page 14: Articles-of-Incorporation-and-by-Laws

Section 1. The General Assembly shall be composed of all members in good

standing, duly assembled and constituting quorum.

Section 2. The General Assembly shall have the following powers and limitations;

a. To elect and remove, for cause, the members of the Board of Trustees;

b. To hear the reports of the Board, Executive Officers and Committees;

c. To determine the amendment(s) in the Articles of Incorporation and/or

these by – laws;

d. To exercise all the rights and privileges appurtenant to membership

expressly provided in the by-laws.

Section 3. The General Assembly shall meet once a year, every second Saturday

of January. The President of the company shall preside over all meetings of the

General Assembly.

Section 4. A special General Assembly may be called at any time by the Board or

by the President, upon receipt of a written petition from at least 15 percent of the

total members in good standing.

Section 5. The Secretary of the company shall notify each members of good

standing, in person or by mail, at least 15 days before the date of any annual or

special general assembly. In urgent cases, the notice may be communicated at

least five (5) days before the meeting, personally, or by telephone or telegram, if

contact is not possible.

Section 6. Quorum. At the annual or special general assembly, 20% of the

members in good standing shall constitute a quorum.

Section 7. Proxies. A member may appoint a co-member to act as his proxy at

any one or more specified meetings, provided such authority is in writing.

Section 8. Voting. Only members in good standing shall be entitled to vote.

14

Page 15: Articles-of-Incorporation-and-by-Laws

Section 9. Order of Business. The order of business at each General Assembly

shall be prepared by the Board of Trustees.

Section 10. Referendum. The Board may refer any matter for decision to the

General Assembly, through a written communication with the members. The board

shall set a deadline, If after the deadline, less than half of the members cast their

vote, the issue shall be settled by the Board of Trustees. Otherwise, votes of the

majority shall settle the matter.

Article V

THE BOARD OF TRUSTEES

Section 1. The direct and active administration of the company shall be exercised

by the Board of Trustees, which shall be its highest policy-making body. The

members of the Board shall be elected by the members in good standing, as

provided for in the preceding section, at the annual meeting or at any such special

meeting as may be called for the purpose.

Section 2. The regular members of the Board shall serve a term of two (2) years

but shall serve no more than two (2) consecutive terms. The term of office begins

on the day of election or appointment.

Section 3. To serve the unexpired portion of the term, vacancies in the Board shall

be filled in by the remaining members of the Board, as long as it has quorum.

Section 4. The Board shall form an ad-hoc Committee on Elections to hear and

determine questions and issues connected with the right to vote, count and

tabulate all votes to determine the result, do such acts as are proper to conduct the

election, and adopt election rules and procedures subject to the approval of the

Board of Trustees.

Section 5. The Board shall act for the company and shall have the following

duties and responsibilities:

a. To formulate policies, rules and regulations to govern the company;

15

Page 16: Articles-of-Incorporation-and-by-Laws

b. To appoint or elect members of the Board and the executive officers as

provided for in these by-laws;

c. To act on any matter submitted to it by the executive officers;

d. To determine the work to be delegated to the Executive Committee;

e. To determine the volunteers and the areas of assignment as

recommended by the Executive Committee;

f. To act on cases regarding the application for or the resignation from or

suspension, expulsion or termination of membership;

g. To approve the annual program of activities;

h. To generate funds and approve the annual budget;

i. To submit to the General Assembly a consolidated report of the Board,

its officers, and committees including an annual report of its financial

condition;

j. To propose amendments to these by-laws;

k. To perform such other duties provided in these by-laws and those

which the General Assembly may direct from time to time as well as

those inherent to the Board for the efficient operation and

management of the company.

Section 6. Quorum. A simple majority of the members of the Board of Trustees

present in person shall constitute a quorum for the transaction of the business of

the Board.

Section 7. Proxy. In case of absence, any member of the Board may send a proxy

who must also be a member in good standing to represent him. But in no case shall

the proxy have voting rights.

Section 8. Board Meeting. The regular meetings of the Board shall be twice a

year, every second Saturday of January and every fourth Saturday of June of each

year.

Section 9. Special Board Meetings. The Board may hold special meetings when it

deems it necessary or as proposed by the Executive Committee.

16

Page 17: Articles-of-Incorporation-and-by-Laws

Section 10. Chairman of the Board. At the annual meeting of each year, or in

default of election at such a meeting, at any meeting duly called for that purpose,

the Board of Trustees shall elect a chairman from among themselves.

He shall preside at all meetings of the Board. He shall sustain an advisory relation

to the work and policies of the company together with such further relationship to

the company as the Board of Trustees may from time to time establish by

resolution.

Article VI

THE EXECUTIVE OFFICERS

Section 1. President. The President shall be elected by the Board of Trustees from

among themselves. Exercising general supervision over all activities of the

company as its Chief Executive Officer, the President shall have the following duties

and responsibilities:

a. To execute all resolutions and decisions of the Board of Trustees;

b. To preside the Board meetings and perform the Chairman’s functions in

the absence or disability of the Chairman of the Board until a new

Chairman shall have been elected;

c. To preside at meetings of the Executive Committee;

d. To sign for the company all deeds and other agreements; to co-sign

checks drawn against the funds of the company;

e. To appoint members of various committees with the approval of the

Board of Trustees;

f. To have control over all the employees of the company, supervise their

work and act as the ordinary medium of communication between the

Board and the staff;

g. To appoint and fix the compensation of the staff of the company except

those who in accordance to the schedule of positions are to be elected

or appointed by the Board;

h. To submit an annual report to the Board on the general condition of the

company;

i. To prepare the annual budget together with other long-term financial

plans for presentation of the Board;

17

Page 18: Articles-of-Incorporation-and-by-Laws

j. To represent the company and liaise with outside offices and

organizations;

k. To perform such other functions as the Board may lawfully delegate to

him.

Section 2. Vice President. The Vice President, elected from the Board of Trustees

from among themselves, shall perform the duties of the President in the absence, or

the temporary disability of the latter; However, in the case of death, resignation, or

removal of the President, the Board of Trustees shall elect his/ her successor. The

Vice President shall have other powers and duties as may from time to time be

assigned to him/ her by the Board of Trustees or by the President.

Section 3. Secretary. The Secretary, appointed by the Board of Trustees from

among the members in good standing, shall take and keep the minutes of all

meetings, shall have custody of the corporate seal, shall notify trustees and

members of their meetings and shall, under the general discretion of the President,

prepare and present the business to be acted upon at meetings, shall certify to such

corporate acts, countersign corporate documents, or certificates and make reports

or statements as may be required of him or her by law or by government rules and

regulations, shall determine the existence of a quorum and the validity and effect of

proxies, and shall perform such other duties as may be assigned to him by the

President or by resolution duly adopted at any meeting.

Section 4. Treasurer. The Treasurer, appointed by the Board of Trustees from

among themselves, shall have the following duties and responsibilities, subject to

the provisions of the by-laws, and to such regulations as may from time to time

prescribed by the Board;

a. To have custody of the funds and securities of the company;

b. To take charge of the disbursement of its money, to co-sign checks

drawn against such funds and other commercial documents;

c. To accept monetary transactions deemed necessary and any other

receipts and shall deposit all funds of the company in such banks or

trust companies as may from time to time designated by the Board;

18

Page 19: Articles-of-Incorporation-and-by-Laws

d. To make a report of the accounts for the last fiscal year at the annual

Board meeting, showing in detail the receipts and disbursements of the

company since his last report. The financial statements shall be

certified by an independent certified public accountant duly licensed to

practice in the Philippines;

e. To keep and maintain proper books of accounts and other necessary

records, showing at all times the financial affairs of the company, and

keeping said books and records open to inspection during business

hours by the trustees of the company;

Section 5. Officers, except for the President, shall hold office for a period of one

(1) year or until their successors shall be elected or appointed and shall have

qualified.

Article VII

THE EXECUTIVE COMMITTEE

Section 1. The Executive Committee (Execom) shall act in behalf of the Board of

Trustees when the Board is not in session. The President shall president over all

meetings of the Execom.

Section 2. The Execom shall be composed of the following Executive Officers and

senior staff of the company:

a. The President

b. The Secretary

c. The Treasurer

d. The Executive Director

Section 3. The Execom shall meet at least every quarter to act on any matter

submitted to it by its members, staff and Adhoc committees.

Article VIII

THE MANAGEMENT STAFF

19

Page 20: Articles-of-Incorporation-and-by-Laws

Section 1. The President shall appoint the members of the management staff and

fix their compensation and tenure. The staff shall exercise administrative functions

in their day-to-day management of the programs of the company.

Section 2. The Executive Director. The Executive Director shall be the Chief

Operating Officer of the Company and head of its Management Staff. Directly

responsible to the President, the Executive Director shall perform the following

functions:

a. Supervise and coordinate the work of all office staff in managing the

day-to-day activities of the Company;

b. Coordinate with the Board of Trustees, the Executive Committee and

the various committees in designing and developing policies and

programs of the Company;

c. Exercise over-all responsibility over the recruitment, training,

monitoring and evaluation of the service performance of the

employees;

d. Together with the President, represent the company and liaise with

outside offices and organizations;

e. Propose the annual operating budget and facilitate the disbursement of

operating funds;

f. Perform other duties inherent to the position and/or as determined by

the President.

Article IX

AD HOC COMMITTEES

Section 1. The Board of Trustees may, by resolution, provide for Ad Hoc

Committees and may delegate to such committees such powers as it shall deem

wide or appropriate. The President shall appoint the members of the committees.

Article X

FUNDS

Section 1. The funds of the company shall be derived from membership fees,

annual dues, gifts, donations, contributions, benefits and properties bequeathed

gratuitously to it by will or contract.

20

Page 21: Articles-of-Incorporation-and-by-Laws

Section 2. Withdrawal from the funds of the company shall be signed by the

President and the Treasurer or other signatories as designated by the Board.

Article XI

SEAL

Section 1. The seal of the company shall be in such form and design as may be

determined by the Board.

Article XII

FISCAL YEAR

Section 1. The fiscal year of the company shall start in January and end in

December of the same year.

Article XIII

AMENDMENTS

Section 1. These by-laws may be amended by a majority vote of the Board of

Trustees with the concurrence of two-thirds (2/3) members in good standing during

a General Assembly or by referendum.

Section 2. Any amendment approved shall be registered with the Securities and

Exchange Commission.

ADOPTED in Quezon City, Philippines this 15th day of September 2006 by the

undersigned members of the company in a special meeting duly held for the

purpose.

Anna Belle Duron Earvin Feliciano

21

Page 22: Articles-of-Incorporation-and-by-Laws

Ana Margarita Mortel Llalaine Sison

22