Professional Documents
Culture Documents
This portion will aid to distinguish the form of business enterprise ownership and
vision and mission of the company is specified as well as the qualifications, functions
The organization and management aspect in this feasibility study will help as a
FORM OF BUSINESS
a unique entity, separate and apart from those who own it.
The corporation will be prearranged by Ms. Jean Marie G. Guiao, Ms. Hydielyn
R. Macababat, Ms. Jessica L. Mendoza, Ms. Mary Mae Caldo, Ms. Jaycelle G.
Garcia Mr. Jansen Ron C. Ilagan and Mr. Ariel B. Dejano. It should be registered
under the Corporation Code and Securities and Exchange Commission (SEC). The
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company, the holders of the corporations shares are often the actual employees or
managers of the company itself. As such, authority to make decisions regarding the
management and operation of the private company is vested in only a few people,
making it possible to make fast decisions about corporate strategy without having to
Department of Trade and Industry. Subsequently, the corporation will acquire municipal
license from the local government and the Bureau of Internal Revenue (BIR) for the
business TIN and to apply for official receipts or invoices, to register the business book
accounts. And since the business will hire some employees the business will need to
register to SSS (Social Security System), Phil Health and PAG-IBIG fund to register the
Table 2.2
Initial Capital Requirements
15
Macababat, Hydielyn R. 3,500.00 200.00 700,000.00
Mendoza, Jessica L. 3,500.00 200.00 700,000.00
Caldo, Mary Mae C. 3,500.00 200.00 700,000.00
Garcia, Jaycelle G. 3,500.00 200.00 700,000.00
Ilagan, Jansen Ron C. 3,500.00 200.00 700,000.00
Dejano, Ariel B. 3,500.00 200.00 700,000.00
TOTAL 24,500.00 4,900,000.00
BYLAWS
BYLAWS OF
ARTICLE I
Section 1
Name and Nature. The name of this organization shall be Scentimental Fragrance, a
Section 2
Area. The primary area of benefit shall be in Cavite; however, other communities may
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Section 3
Principal Office. Initially, the principal office of the Corporation shall be located at
Cavite, Philippines. Later, the office may be located where the Board of Directors
Section 4
Other Offices. The Corporation may have offices at such other places in the Philippines
as the Board of Directors may designate or as the affairs of the Corporation may require
Section 5
chartered by the Republic of the Philippines and all contributions thereto shall be tax
Code.
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ARTICLE II
Purposes
Section 1
(a) the manufacture and wholesale, retail and mail order sale of Perfume with
(b) the study, design, planning and creation of original perfume with mosquito
while looking good, smelling nice and feeling great all in one place.
(c) the provision of business support services in connection with procurement and
Section 2
Limitations. No part of the net earnings of the Corporation shall inure (be modified) to
the benefit of, or be distributed to, its directors, officers, or other private persons, except
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that the Corporation shall be authorized to pay reasonable compensation for services
statements) any political campaign on behalf of any candidate for public office.
Upon the dissolution of the Corporation, the directors shall, after paying or making
provisions for the payment of all liabilities of the Corporation, dispose of all assets of the
that shall at the time quality as exempt organizations as the same now exists or as it
ARTICLE III
Members
The Corporation shall not have a general membership base. The Corporation shall be
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ARTICLE IV
Board of Directors
Section 1
Directors, who shall be elected in the manner provided by the bylaws. The business
and affairs of the Corporation shall be managed by its Board of Directors. The Board
will have the authority to hire all staff members to execute the daily and other affairs of
the Corporation. The Board shall consider and approve a budget for each fiscal year.
The Board of Directors shall have general control of the affairs, funds and property of
the Corporation and shall determine policy and establish guidelines for the effective
Section 2
Number, Term and Qualifications. The number of directors constituting the Board of
Directors shall be not less than five (5) nor more than nine (9) members, but such
set forth, hereof Regular terms of office for directors shall be four years; provided,
however, that the regular terms shall be so fixed at the beginning or upon any increase
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Section 3
Initial Election. The initial terms shall be staggered. One-third (1/3) of the elected
Board Members shall be elected to a three-year term; one-third (1/3) shall be elected to
a two-year term; and one-third (1/3) shall be elected to a one year term. Subsequently,
elections shall be held annually for one-third (1/3) of the elected members for three year
terms.
Section 4
take office
Section 5
Removal. Any director may be removed at any time without cause, by a unanimous
vote of the officers of the Corporation. If any directors are removed, new directors shall
be appointed by the officers of the Corporation, and these new appointees will take
office immediately.
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Section 6
Vacancies. Any vacancy occurring on the Board of Directors may be filled by the
Section 7
President of the Board. A President of the Board of Directors shall be elected by the
directors from their number at any meeting of the Board. The President shall preside at
all meetings of the Board of Directors and perform such other duties as may be directed
by the Board.
Section 8
service. Nothing herein contained shall be construed to preclude any director from
serving the Corporation in any other capacity and receiving compensation thereof.
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ARTICLE V
Meetings of Directors
Section 1
Annual Meeting. The Annual Meeting of the Board of Directors shall be held during the
third week of January each year for the purpose of electing directors of the Corporation
and for the transaction of such other business as may be properly brought before the
meeting.
Section 2
Regular Meetings. In addition to its Annual Meeting, the Board of Directors may provide
Section 3
the request of the President or any two directors. Such a meeting shall be held at a
place and location as fixed by the person or persons calling the meeting.
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Section 4
Notice of Meetings. At least 48 hours notice must be given prior to calling a regular or
Notices for special meetings must specify the purposes for which the meetings are
called.
Section 5
quorum for
Section 6
Manner of Acting. Except as otherwise provided in these bylaws, the act of the majority
of the directors present at a meeting at which a quorum is present shall be the act of the
Board of Directors.
Section 7
Board of Directors at which action on any corporate matter is taken shall be presumed
24
to have assented to the action taken unless his contrary vote is recorded or his dissent
is otherwise entered in the minutes of the meeting or unless he shall file his written
dissent to such action with the person acting as the secretary of the meeting before the
adjournment thereof or shall forward such dissent by registered mail to the Secretary of
the Corporation immediately after the adjournment of the meeting. Such right to dissent
Section 8
signed by all the directors and filed with the minutes of the proceedings of the Board,
ARTICLE VI
Executive Committee
Section 1
directors fixed by these bylaws, may designate two or more directors to constitute an
25
have and may exercise all the authority of the Board of Directors in the management of
the Corporation.
Section 2
majority of the number of directors fixed by these bylaws at a regular or special meeting
Section 3
Removal. Any member of the Executive Committee may be removed at any time
Section 4
delegation thereto of authority shall not operate to relieve the Board of Directors, or any
If action taken by the Executive Committee is not thereafter formally considered by the
Board, a director may dissent from such action by filing his written objection with the
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ARTICLE VII
Standing Committees
Standing Committees. Among the Standing Committees shall be (1) Education, (2)
Housing, (3)
Fund Raising, and (4) Financial. Other committees may be added as needed.
ARTICLE VIII
A Community Advisory Board shall exist at the sole discretion and selection of the
President of the Board of Directors. The Community Advisory Board shall not exceed
12 members and each member shall serve a term of one year. This Board shall serve
in an advisory capacity only and shall not have any voting power.
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ARTICLE IX
Officers
Section 1
Officers of the Board. The officers of the Board of Directors shall consist of a President,
Vice President, Secretary and Treasurer. No one person may hold two officer positions
simultaneously.
Section 2
Election and Terms. The officers of the Corporation shall be elected every 2 years by
the Board of Directors at the Annual Meeting of the Corporation. Nomination of officers
Section 3
Removal. Any officer elected or appointed by the Board of Directors may be removed
28
Section 4
President. The President shall preside at all meetings of the Corporation and shall
appoint all standing committees and the chairmen thereof. He or she shall promote the
interests of the corporation and shall be the accredited representative of the Corporation
at outside meetings unless he or she shall delegate this authority to another officer or
member of the Corporation. 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 day to day business and affairs of the Corporation. He
or she shall sign, along with the secretary 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
general he or she 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 5
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Vice President. The Vice President shall fulfill the responsibilities of the President
responsibilities as the President may see fit, shall serve as an ex-officio member of all
committees, and fulfill any duties that may be determined by the Board of Directors.
Section 6
Secretary. The Secretary shall: (a) keep the minutes of the Board of Directors and of all
Executive Committees in one or more books provided for those purposes and provide
promptly copies of such minutes to all Board Members; (b) see that all notices are duly
given in accordance with provisions of these bylaws--that minutes of prior meetings and
the Notice of Meetings are distributed to Board Members at least seven days prior to
any Directors' meeting; (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 seal is duly authorized; and (d) in
general, perform all duties incident to the office of Secretary and such other duties as
from time to time may be assigned to him or her by the President or by the Board of
Directors.
Section 7
Treasurer. The Treasurer shall: (a) have charge and custody of and be responsible for
all funds and securities of the Corporation, receive and give receipts for money due and
payable to the Corporation from any source whatsoever, and deposit all such money in
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the name of the Corporation in such depositories as shall be selected in accordance
with the provisions of these bylaws; (b) prepare, or cause to be prepared, a true
statement of the Corporation's revenues and expenditures, and its assets and liabilities
at least quarterly, all in reasonable detail, which shall be made and filed at the
Corporation's principal place of business in the State of South Carolina and thereat kept
available for a period of at least ten years; (c) prepare at least quarterly a summary of
the Corporation's loans and investments as applicable; and (d) 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 or her by the President or by the Board of Directors, or by these
bylaws.
Section 8
Filling of Vacant Office. Any vacancy which occurs in an office shall be filled by a
majority of the number of directors fixed by these bylaws at a regular or special meeting
of the Board of Directors until such time as the next annual meeting of the membership.
ARTICLE X
Section 1
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Rules. The most current edition of Scentimental Fragrance Rules of Order shall be the
Section 2
Meeting Frequency. The Board of Directors shall meet at least four times per year.
ARTICLE XI
Section 1
Contracts. The Board of Directors may authorize a specific officer(s), agent(s) to enter
into a contract or to execute and deliver any instrument in the name of and on behalf of
the Corporation, and such authority may be general or confined to specific instances.
Section 2
indebtedness shall be issued in its name unless authorized by a resolution of the Board
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Section 3
Checks and Drafts. Checks, drafts, or other orders for payment of money issued in the
name of the Corporation, shall be signed by such officer(s), agent(s) of the Corporation
and in such a manner as shall from time to time be determined by resolution of the
Board of Directors.
Section 4
Deposits. All funds of the Corporation not otherwise employed shall be deposited from
time to time to the credit of the Corporation in such depositories as the Board of
ARTICLE XII
Seal
The Board of Directors shall provide a corporate seal which shall be circular in form and
shall have inscribed thereon the name of the Corporation, year of incorporation and the
ARTICLE XIII
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Fiscal Year
The fiscal year of the Corporation shall begin on the first day of January and end on the
ARTICLE XIV
Waiver of Notice
Unless otherwise provided by law, whenever any notice is required to be given to any
Director of the Corporation under the provision of these Bylaws or under the provision of
the Articles of Incorporation or under the provision of the Business Corporation Act, a
waiver thereof in writing, signed by persons entitled to such notice, whether before or
after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XV
Amendments
Except as otherwise provided herein, these bylaws may be amended or repealed and
new bylaws may be adopted by the affirmative vote of a majority of the directors then
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holding office at any regular or special meeting of the Board of Directors, provided that
written notice that the bylaws are to be reviewed has been mailed to directors at least
10 days prior to such meeting. No amendment that would defeat the status of the
Corporation shall be adopted by the Board of Directors without the approval of the
committee consisting of the officers of the Corporation acting in their official capacities.
The Board of Directors shall have no power to adopt a bylaw: (1) providing for the
Executive Committee; (2) decreasing the number of directors to less than three.
Adopted this October 29, 2016 at a regular meeting of the Board of Directors of
Scentimental Fragrance
Hydielyn R. Macababat
Secretary
35
Bookkeeper Production Supervisor
(Ariel B. Dejano) (Jansen C. Ilagan)
Board of Directors
Janitor
Manager
(Jean Marie G. Guiao)
Accountant Secretary
(Jessica L. Mendoza) (Hydielyn R. Macababat
36
Security Gu
Chemist Delivery Man
ORGANIZATIONAL STRUCTURE CHART
The business will be divided in four (4) functions, marketing, production, financial
individuals will manage the said functions together with the incorporators. This
functional structure is set up that each portion of the organization is grouped according
Production Worker
to their respective purpose. The proponents believe that this type of organizational
structure to be appropriate for the Perfume with Mosquito Repellent business provided
that each function can rely on the talent and knowledge of its workers and support itself.
Worker
C. Caldo)Cashier
efficient coordination among the different functions and will be very suitable for a
starting business.
(Mary Mae
CORPORATION
Vision
economic development and a healthy yet exciting lifestyle by providing a world class
fragrances.
Mission
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To reduce the insect causing disease in every community while looking
Philippines.
To be able to maintain positive growth of the company together with our
Employing the right personnel is one of the most significant part for a venture
guarantee that the standardized hiring processes of the company is followed. On the
other hand, the Job description will serve as the guideline for the officers and
Job Specification
Manager
Candidate must possess at least a Bachelors Degree in Economics/
Marketing or equivalent.
At least 5 year(s) of working experience in the related field is required for
this position.
38
Understand how to work efficiently and how to influence without exerting
direct authority.
Ability to fuse business, strategy, finance, policy and legal concepts to
leadership skills.
Secretary
Accountant
Bookkeeper
39
Graduate of any business course with at least twelve (12) units in
Accounting.
CSC Career Service Professional Eligible.
Must have at least two (2) years of experience.
Can maintain records of financial transactions by establishing accounts;
principles.
Production Supervisor
25 to 36 years old
Can establish effective system for receiving, warehouse control, stock
Administration.
Work experience at least 3 years in the related field.
With high technical and management ability.
A goal oriented person.
Knowledgeable in machine and material efficiency.
Cashier
Female
40
Must be smart, with pleasing personality, and can relate well with all kinds
of people.
Graduate of any 4 year or 2-year course.
Sales Representative
Production Worker
College level/undergraduate
Responsible, committed to work and hardworking.
Willing to be trained and team-oriented.
Can work with minimal supervision
Delivery Man
Security Guard
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Janitor
Female/Male
At least 20-35 years old
At least high school graduate
Knowledgeable in handling cleaning materials
With at least 6 months working experience in the same field
Job Description
Manager
Contributes to team effort by accomplishing results as needed.
Establishes strategic goals by gathering appropriate business, financial,
evaluating outcomes.
Secretary
42
Organizing and servicing meetings (producing agendas and taking
minutes)
information confidential.
Accountant
and procedures.
Bookkeeper
43
Creates financial transactions and creates financial reports from that
information.
Purchase supplies and equipment as authorized by management
Provide information to the external accountant who creates the companys
financial statements
Assemble information for external auditors for the annual audit
Calculate variances from the budget and report significant issues to
management
Production Supervisor
procedures
Enforce strict safety guidelines and company standards.
Cashier
44
Sales Representative
techniques, etc.
Recommends changes in products, service, and policy by evaluating
Production Worker
shift
Manage different stages of the production line by being actively involved in
each procedure
Ensure that all loaded items are done so in accordance to the company
protocol
Make sure that appropriate safety measures are taken into account at
Delivery Man
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Deliver orders to customers on assigned routes
Review deliveries with customers to ensure products meet their needs
Janitor
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Labor Requirement
Position Number
Manager 1
Secretary 1
Accountant 1
Supervisor 1
Bookkeeper 1
Cashier 1
Sales Representative 1
Production Worker 2
Delivery Man 1
Security Guard 1
Janitor 1
Total 14
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Compensation Plan
provided with a compensation plan that would make them efficient and productive. As a
part of their compensation plan, employees also receive benefits such as SSS,
TABLE 2.4
Projected Salaries
48
Table 2.5
No. of
Position 2016 2017 2018
Employees
Manager 1 360,000.00 360,000.00 360,000.00
Secretary 1 138,240.00 138,240.00 138,240.00
Accountant 1 149,760.00 149,760.00 149,760.00
Supervisor 1 300,000.00 300,000.00 300,000.00
Bookkeeper 1 115,200.00 115,200.00 115,200.00
Cashier 1 110,592.00 110,592.00 110,592.00
Sales Representative 1 110,592.00 110,592.00 110,592.00
Production Worker 2 199,837.44 199,837.44 199,837.44
Delivery Man 1 54,501.12 54,501.12 54,501.12
Security Guard 1 95,109.12 95,109.12 95,109.12
Janitor 1 109,002.24 109,002.24 109,002.24
Total 13 1,742,860.92 1,742,860.92 1,742,860.92
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Table 2.6
No. of
Position 2016 2017 2018
Employees
Manager 1 30,000.00 30,000.00 30,000.00
Secretary 1 11,520.00 11,520.00 11,520.00
Accountant 1 12,480.00 12,480.00 12,480.00
Supervisor 1 25,000.00 25,000.00 25,000.00
Bookkeeper 1 9,600.00 9,600.00 9,600.00
Cashier 1 9,216.00 9,216.00 9,216.00
Sales Representative 1 9,216.00 9,216.00 9,216.00
Production Worker 2 16,653.12 16,653.12 16,653.12
Delivery Man 1 4,541.76 4,541.76 4,541.76
Security Guard 1 7,925.76 7,925.76 7,925.76
Janitor 1 9,083.52 9,083.52 9,083.52
Total 12 145,236.16 145,236.16 145,236.16
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Position No. of Basic SSS Philhealth EC Pag-ibig Total
Employ Salary Mont Yearl Mont Yearl Mont Year Mont Yearly
ees hly y hly y hly ly hly
Manager 1 30,000.00 581.30 6,975. 437.50 5,250. 30.00 360. 600.00 7,200.0 19,785.6
60 00 00 0 0
Secretary 1 11,520.00 581.30 6,975. 237.50 2,850.
Table 2.7 30.00 360. 230.40 2,764.8 12,950.4
60 00 00 0 0
Accountant 1 Projected Fringe Benefits 2016 - 2018
12,480.00 581.30 6,975. 275.00 3,300. 30.00 360. 249.60 2,995.2 13,630.8
60 00 00 0 0
Supervisor 1 25,000.00 581.30 6,975. 375.00 4,500. 30.00 360. 500.00 6,000.0 17,835.6
60 00 00 0 0
Bookkeepe 1 9,600.00 417.80 5,013. 137.50 1,650. 10.00 120. 192.00 2,304.0 9,087.60
r 60 00 00 0
Cashier 1 9,216.00 381.50 4,578. 125.00 1,500. 10.00 120. 184.32 2,211.8 8,409.84
00 00 00 4
Sales 1 9,216.00 581.30 6,975. 200.00 2,400. 30.00 360. 184.32 2,211.8 11,947.4
Representa 60 00 00 4 4
tive
Production 2 16,653.12 308.80 3,705. 100.00 1,200. 30.00 360. 333.06 3,996.7 9,262.35
Worker 60 00 00 5
Delivery 1 4,541.76 163.50 1,962. 100.00 1,200. 10.00 120. 90.84 1,090.0 4,372.02
Man 00 00 00 2
Security 1 7,925.76 272.50 3,270. 100.00 1,200. 10.00 120. 158.52 1,902.1 6,492.18
Guard 00 00 00 8
Janitor 1 9,083.52 327.00 3,924. 112.50 1,350. 10.00 120. 181.67 2,180.0 7,574.04
00 00 00 4
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