Mr. Renato R. Reyes

October 14, 1987 Mr. Renato R. Reyes P.O. Box 2342 MCPO Makati, Metro Manila Sir : This refers to your letter dated October 5, 1987, requesting opinion on the legality of the proxies enclosed therein. LibLex As a matter of policy, please be advised that this Commission refrains from giving its opinion on anticipatory questions presented before it involving any of the statutes entrusted to it for administration and enforcement, for the reason that any opinion that may be rendered thereon would not be binding upon private parties who would in all probability, if the opinion happens to be adverse to their interests, take issue therewith and contest it before the courts. However, for purposes and general information only, the following may be imparted. The Corporation Code authorizes the stockholders to provide in the by-laws the form of proxies of stockholders and the manner of voting them. Section 47 of the Corporation Code, provides, thus: "SECTION 47. Contents of by-laws . Subject to the provisions of the Constitution, this Code, other special laws, and the articles of incorporation, a private corporation may provide in its by-laws for: xxx xxx xxx 4. The form for proxies of stockholders and members and the manner of voting them;" (emphasis supplied) xxx xxx xxx The by-laws of the corporation, therefore, would be controlling insofar as the form of proxies is concerned. An examination of the by-laws of Southern Rizal Institute, Inc. disclosed that the same does not contain any provision as to the form of proxy. It requires only that the "instrument authorizing a proxy to act shall be exhibited to the Secretary of the corporation and inspectors of election, and shall be lodged with said secretary if so requested." (Article I, Section 6). Therefore, a proxy shall be perceived in relation to its compliance with the requirements of Section 58 of the Corporation Code, quoted hereunder: "SECTION 58. Proxies . Stockholders and members may vote in person or by proxy in all meetings of stockholders or members. Proxies shall be in writing, signed by the stockholder or member and filed before the scheduled meeting with the Corporate Secretary. Unless otherwise provided in the proxy, it shall be valid only for the meeting for which it is intended. No proxy shall be valid and effective for a period longer than five (5) years at any time. "No particular form or words are necessary to constitute a proxy, unless expressly required. All that is necessary is that the writing shall show an intention to empower the person to whom it is given to act as agent in voting the stock, and to enable the election of officers to know that it is authorized." (5 Fletcher, Cyc. Corps. 1967 Rev. Vol. sec. 2056, p. 256 citing Smith v. San Francisco & N.P. Ry. Co.,115 Cal. 584 p. 582, 35 LRA 309, 56 Am. St. Rep. 119). Accordingly, in the absence of a provision in the articles of incorporation or by-laws, the Board of Directors cannot prescribe the form of proxies other than what is provided for under Section 58 of the Corporation Code. (SEC Opinion dated Nov. 13, 1986 addressed to Atty. Francisco A. Carandang, Jr.). As regards the proxy signed by your mother in connection with the shares of stock of your deceased father, Section 55 of the Corporation Code provides: "SECTION 55. Right to vote of pledgors, mortgagors and administrators . ... Executors, administrators, receivers and other legal representatives duly appointed by the court may amend and vote in behalf of the stockholders or members without need of any written proxy." (Emphasis supplied) Thus, "the administrators of the decedent must be duly appointed by the regular courts and once appointed, may attend and vote in behalf of the deceased stockholder without need of a written proxy notwithstanding the fact that the shares have not yet been transferred into her name in the stock and transfer book of the corporation. However, the administrator should present proof or evidence of her judicial appointment." (SEC Opinion dated March 15, 1983 addressed to Mr. Bonifacio D. Marines) Please be advised accordingly. Very truly yours, (SGD.) JULIO A. SULIT, JR. Chairman