Ms. Cresencia C. Silva

April 11, 1994 Ms. Cresencia C. Silva A.C. Silva Enterprises 4491 Calhoun St.,Pio del Pilar, Makati, Metro Manila M a d a m : This refers to your letter of March 25, 1994 inquiring the meaning of the phrase "plurality of votes" as provided for in the following By-law provision. "Annual Meeting The annual meeting of the stockholders shall be held at the principal office on the first Sunday of May in each calendar year at 9:00 o'clock in the morning when they shall elect by a plurality of votes through ballot, a board of nine (9) directors to serve for one year until their successors are elected and qualified, and such business as may be properly come before the meeting." The above By-law provision should be interpreted in the light of Section 24 of the Corporation Code which provides in part: SECTION 24. Election of directors or trustees . ....In stock corporations, every stockholder entitled to vote shall have the right to vote in person or by proxy the number of shares of stock standing, at the time fixed in the by-laws, in his own name on the stock books of the corporation, or where the by-laws are silent, at the time of the election; and said stockholders may vote such number of shares for as many persons as there are directors to be elected or he may cumulate said shares and give one candidate as many votes as the number of directors to be elected multiplied by the number of his shares shall equal, or he may distribute them on the same principle among as many candidates as he shall see fit :Provided, That the total number of votes cast by him shall not exceed the number of shares owned by him as shown in the books of the corporation multiplied by the whole number of directors to be elected: Provided, however, That no delinquent stock shall be voted. ... Candidates receiving the highest number of votes shall be declared elected ....(Emphasis supplied) In line with the above cited provision of the Corporation Code, the phrase "plurality vote" should be construed to mean that the candidates receiving the highest number of votes in the election conducted in the manner provided in the Code shall be declared elected. cdlex Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman