Atty. Emmanuel C. Paras

March 10, 1988 Atty. Emmanuel C. Paras Sycip, Salazar, Hernandez & Gatmaitan Law Office 4th Flr., PAIC Building 105 Paseo de Roxas, Makati Metro Manila Sir : This refers to your letter of March 7, 1988, requesting the opinion of the Commission on whether the practice of a corporation, considering as having received on time, all mailed proxies which are stamped with a postmark indicating that the same were mailed before the one-week cut-off date, even if said proxies were actually received by the corporation only one day before the scheduled meeting of the stockholders, is valid. You stated that the amended by-laws of your client corporation contain the following provisions on proxy: "Proxies for regular annual stockholders' meetings shall be filed with and received at the offices of the corporation not later than one week prior to the meeting date. Proxies for special stockholders' meeting shall be filed with and received at the offices of the corporation not later than seventy two hours prior to the date of the meeting (as amended by resolution adopted at the regular meeting of stockholders held on April 12, 1967)." As a matter of office policy, this Commission refrains from giving its opinion on any hypothetical case presented before it, invoking any of the statute entrusted to it for enforcement. Unless the case is an actual one and the facts thereof are fully disclosed and made known to the Commission, this Office feels that it should not, for obvious reasons, make any pronouncement thereon. However, for purposes of general information only, the following observations may be made: The Commission had occasion to rule that notices sent through the mails are considered received on the date they are posted and not on the date of actual receipt by the recipient thereof. ( SEC letter to Philippine Band of Mercy, Inc., dated June 25, 1963 ). The amended by-laws of your client corporation provide that proxies for regular annual stockholders' meeting should be filed and received at the offices of the corporation not later than one week prior to the date of the meeting. Hence, assuming that the proxies in question were posted within the specified period, (i.e., not later than one week prior to the meeting date), the answer to your query is in the affirmative. LibLex Very truly yours, (SGD.) JULIO A. SULIT, JR. Chairman