Mr. Cesar Arambulo et al.

June 14, 1995 Mr. Cesar Arambulo et al. Greenhills East Association, Inc. GEA Community Hall, Buffalo St., Mandaluyong City, Metro Manila Gentlemen: This refers to your letter of June 7, 1995 requesting opinion whether you can use your own proxy form other than the form prescribed by Greenhills East Association, Inc. cdlex As stated, the By-laws of said Association is silent as to the form of proxy. It merely provides that " any member of the association may be represented by proxy in all meetings of the association ." However, the Association prescribes a special proxy form wherein the ballot is already incorporated therein." Ordinarily, no particular form of proxy is required in the execution of proxies. It is enough that the same convey in writing the intent to empower the holder to act for and on behalf of the person represented. Thus, Section 58 of the Corporation Code merely provides that " proxies shall be in writing, signed by the stockholder or member and filed before the scheduled meeting with the corporate secretary ." Section 47(4) of the Corporation Code, however, allows a corporation to provide in its by-laws " the form of proxies of stockholders and members and the manner of voting them ." Therefore, the by-laws are controlling insofar as the execution of proxy is concerned. Hence, in the absence of a provision in the by-laws, proxies shall be perceived in relation to their compliance with the requirements under Section 58 of the Corporation Code. Accordingly, inasmuch as the by-laws of the Association do not prescribe a particular form for proxy, the members may use other forms of proxies, provided they are executed in accordance with the above-cited provision of the Corporation Code. Please be guided accordingly. Very truly yours, (SGD.) FE ELOISA C. GLORIA Associate Commissioner