Dr. Helen H. Paulino-Abundo, M.D.

May 5, 1980 Dr. Helen H. Paulino-Abundo, M.D. Rm. 204, Mezzanine Santo Tomas University Hospital Espaa, Manila Dear Dr. Abundo: This is to acknowledge receipt of your letter dated April 28, 1980 requesting opinion as to whether the use of "write-in" votes in the election of the members of the Board of Regents of the Philippine College of Physicians, Inc. may legally be allowed. It appears in your letter that your association is planning to amend its By-Laws so as to allow the use of "write-in" votes in the election of the Board of Regents instead of the present practice of direct election by the individual members present during the elections. You would wish to know if presently such is legally tenable. The provisions of law pertinent to your query explicitly provide in part as follows: "SECTION 29. At the meeting for the adoption of the original by-laws, or at such subsequent meeting as may be then determined, directors shall be elected to hold office for one (1) year and until their successors are elected and qualified . . . ." "SECTION 31. At the election of directors, there must be presen t, either in person or by a representative authorized to act by written proxy, the owners of the majority of the subscribed capital stock entitled to vote, or, if there be no capital stock, then a majority of the members entitled to vote. The elections must be by ballots . . . ." It is therefore clear that the law does not allow stockholders or members to cast their votes by mail. Likewise, jurisprudence is settled that: "As a rule, a majority of the stockholders or members have no power to act for the corporation as to matters on which shareholders have authority, except at a meeting called and conducted according to law. Written or oral consent to a corporate act by shareholders or members individually, even though a majority may agree, is not binding on the corporation, the reason for this rule lies in the protection to the stockholders by notice and the opportunity to attend, discuss, and vote at a meeting. Individual assets, however, given by the shareholders separately, may preclude or stop those who assent from complaining of what they have consented to." (Ballantine, Sec 170, p. 390, citing Dela Verne Refrigerating Mach. v German Saving Institution, 175 US 40, 20 Sup Cty 20, 44 L. Ed. 65). Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Director Corporate and Legal Department