Philippine Institute of Certified Public Accountants

November 24, 1986 Philippine Institute of Certified Public Accountants c/o Mr. Jose G. Araullo PICPA House 700, Shaw Blvd. Mandaluyong, Metro Manila Gentlemen: This refers to your letter dated October 29, 1986 requesting for confirmation of this Commission on the validity of using the general proxy attached therein in the voting of amendments to your articles of incorporation and by-laws. The Corporation Code expressly allows voting of stockholders either in person or by authorized representative. The law provides thus: "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) In relation to the aforecited provision, Section 47 of the Corporate Code provides: "SECTION 47. Contents of by-laws . Subject to the provisions of the Constitution, this Code, other special laws, and the articles of incorporation, a private corporation may provide in its by-laws for: xxx xxx xxx 4. The form for proxies of stockholders and members and the manner of voting them .(emphasis supplied) prcd xxx xxx xxx From the foregoing, it is clear that a corporation can include in its by-laws provision on the form of proxies of stockholders and the manner of voting them. In your case, Section 6 of Article V of your by-laws would be controlling insofar as the form of proxies is concerned. The pertinent provision of your by-laws provides thus: "SECTION 6. Proxies . Subject to Section 10 of this Article, any member entitled to vote at the meeting of the members may be represented and vote thereat by proxy ballots designed by the Comelec and pre-numbered .Distribution of the Comelec-designed and pre-numbered proxy ballots must be under the control of the Comelec. The Comelec-designed and pre-numbered form must be received at least 15 calendar days prior to the date of the meeting." (emphasis supplied) Thus, if the general proxy attached in your letter is the form of proxy designed by the Comelec, the same may be considered valid. However, no proxy shall be valid and effective for a period longer than five (5) years at any one time. (Sec. 58 Corporation Code). Please be advised accordingly. Very truly yours, (SGD.) JULIO A. SULIT, JR. |Chairman