Atty. Edwin B. Gastanes

September 9, 1996 Atty. Edwin B. Gastanes 2nd Flr.,Vernida IV Bldg., Alfaro St.,Salcedo Village, Makati City S i r : This refers to your letter dated August 29, 1996 requesting opinion on whether the Board of Directors in a non-stock corporation can regulate and/or restrict the use of proxies under the following by-law provision: "SECTION 8. Manner of voting . Each registered owner of a share of stock in good standing, whether a natural or juridical person shall have the right to vote in person or by proxy the number of shares standing in his/its name." (Emphasis provided) As stated, other than the foregoing provision there are no other express provisions in the by-laws or the articles of incorporation relative to proxies. The manner and procedure to be followed in the execution and acceptance of proxies are usually embodied in the By-laws. The pertinent provision of the Corporation Code provides: "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; xxx xxx xxx." Thus, the Commission, on several occasions, has opined that the corporate by-laws would be controlling in determining the proper procedure to be followed in the execution and acceptance of proxies. Accordingly, absent the prescribed formalities in the by-laws, the Board of Directors can only be guided by the formalities prescribed under 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 one time." Very truly yours, (SGD.) FE ELOISA C. GLORIA Associate Commissioner