Ms. Restituta Mendigorin

October 13, 1997 Ms. Restituta Mendigorin Olongapo Wesley School 890 Rizal Ave.,East Tapinac, Olongapo City 2200 Madam: This refers to your letter dated September 20, 1997 relative to the Board Resolution of Olongapo Wesley School requesting the SEC to allow the members of the School to vote for the proposed amendments to its By-laws through a "referendum" inasmuch as the members of the corporation have no time to attend meetings of a corporation. The pertinent provision of the Corporation Code provides in part: "SECTION 48. Amendments to by-laws . The board of directors or trustees by a majority vote thereof, and the owners of at least a majority of the outstanding capital stock, or at least a majority of the members of a non-stock corporation, at a regular or special meeting duly called for the purpose ,may amend or repeal any by-laws or adopt new by-laws. ... ..." (Emphasis supplied) The above underscored provision explicitly requires the actual presence of the stockholders/members casting their votes at a meeting duly called for the purpose . Accordingly, amendments to the by-laws cannot be legally done by a mere referendum without the necessity of a meeting. The rationale behind the law is to give all the stockholders/members the opportunity to participate during the deliberation of the amendments to be voted. The inability of the stockholders/members to attend personally in meetings of a corporation is not really a problem as the Corporation Code allows voting either in person or by "proxy" . The Code provides: "SECTION 58. Proxies . Stockholders and members may vote in person or by proxy in all meetings of stockholders or members. ..." (Emphasis provided) Thus, if a stockholder/member cannot attend in person, he/she may appoint a "proxy" to represent himself/herself in the meeting. For all intent and purposes, a proxy holder is and agent of the stockholder/member clothed with authority to exercise the latter's rights in the meeting as if the stockholder/member is personally present. Please be advised accordingly. Very truly yours, (SGD.) PERFECTO R. YASAY, JR. Chairman