Mr. Jose D. Bautista

October 14, 1980 Mr. Jose D. Bautista President Printing Industries Association of the Philippines, Inc. 1240 General Luna Street Ermita, Manila Sir : This has reference to your letter dated 12 May 1980 requesting the opinion of this Commission on whether a proxy who has been appointed to insure a quorum is also entitled to participate and vote in the election of the members of the Board of Directors. To enable a corporate meeting to be held the law usually requires the presence in person or by proxy of a majority of the shareholders to make a quorum. It accordingly becomes of great importance that shareholders unable to attend in person should appoint a suitable agent to represent them to enable election to be held and other necessary business to be transacted. (Ballantine, p. 411) For all intents and purposes, a proxy holder is an agent of the stockholder clothed with the authority to exercise the latter's rights in the meeting as if the stockholder was personally present. Proxies are allowed during election of board members. Relative thereto, partly quoted hereunder is the pertinent provision of Section 24 of the new Corporation Code, for your reference: "SECTION 24. Election of directors or trustees . At all elections of directors or trustees, there must be present, either in person or by representative authorized to act by written proxy ,the owners of the majority of the outstanding capital stock, or if there be no capital stock, a majority of the members entitled to vote. ....In stock corporations, every stockholder entitled to vote shall have the right to vote in person or by proxy ,the number of shares of stock standing, ...." (emphasis supplied) With respect to non-stock corporation, allow us again to quote the Code: "Unless otherwise provided by the articles of incorporation or the by-laws, a member may vote by proxy in accordance with the provisions of this Code." (Sec. 89, 2nd paragraph) LexLib In view of the foregoing, your query is answered in the affirmative. Very truly yours, (SGD.) ROSARIO N. LOPEZ Director Corporate and Legal Department