Ms. Praxedes D. Asuncion

May 28, 1986 Ms. Praxedes D. Asuncion President, Rural Bank of Quezon (Isabela),Inc. Quezon, Isabela Madam: This has reference to your letter dated April 28, 1986 requesting the opinion of this Commission regarding the period of validity of the proxy executed by some of the stockholders of your corporation. LexLib It appears that you are the incumbent President of the Rural Bank of Quezon (Isabela),Inc. and that during your latest meeting, a question was raised regarding the validity of the proxies executed by some stockholders way back in 1981. You enclosed therein a proxy executed by Mr. Pio Sabado on December 31, 1981 authorizing his representative to represent him and vote all his outstanding shares at all regular and special meetings of the corporation. It further states that "this proxy shall continue until such time as is withdrawn by me through notice in writing delivered to the secretary." You further claim that up to the present, the above proxy has not been revoked by Mr. Sabado who is working abroad. Your query is: what is the period of validity of such a proxy which was executed by the stockholder on December 31, 1981 or more than four (4) years ago? The provision of the Corporation Code which is pertinent to your query 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 ." (emphasis supplied) Thus, under the above-quoted provision, the proxy adverted to in your letter is valid and effective only up to December 31, 1986 or five (5) years from its date of issue. Please be guided accordingly. Very truly yours, (SGD.) JULIO A. SULIT, JR. Chairman