Atty. John C. Quirante

February 26, 1985 Atty. John C. Quirante 7th Floor, JEG Building 150 Legaspi St.,Legaspi Vill. Makati, Metro Manila Sir : This has reference to your letter dated August 1, 1984 posing several queries relative to the kind of proxy that is being used at the Quezon City Sports Club, Inc. You attached in your letter a proxy form denominated by the club as "Specific Proxy".You claim that the association has used this for more than two (2) years now in the election of its board of directors and you expressed doubts as to its validity. You contend that the said proxy form though labeled by the club as "Specific Proxy" is actually a "continuing proxy" because it can be used again in the succeeding years election unless revoked by another specific proxy. Your queries are: a. Can a proxy be both specific and continuing? b. Assuming that it is valid, can it be used only for one (1) election year unless revoked; and c. Can this kind of proxy be revoked by another specific proxy subsequently issued? The pertinent provision of the Code provides, and we quote: "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." Anent your first query, the same is answered in the affirmative. The only limitation imposed by the law is that the proxy shall not be valid and effective for a period longer than five years at any one time. LexLib As regards your second query, it is opined that the proxy form you submitted is a specific proxy as it is denominated. It speaks of "annual meeting of the stockholders on _______________, or any adjournments, continuations or postponements thereof",which means that the authority granted the proxy holder is merely for a particular meeting on a specific date. With respect to your last query, proxies generally are considered as revocable. In an opinion rendered by this Commission on March 15, 1974, it was opined that even proxies with irrevocable terms, may still be terminated provided they are not coupled with interest ( SEC ltr. dated March 15, 1974 ). Please be guided accordingly. prcd Very truly yours, (SGD.) MANUEL G. ABELLO Chairman