Alampay, Alvero & Alampay

April 10, 1987 Alampay, Alvero & Alampay Law Offices Makati, Metro Manila Gentlemen: This relates to your letter, dated April 3, 1987, requesting a ruling on the following issues: "If a proxy has been given to three (3) proxies in one instrument, how may the proxy be voted in the event that said proxies do not agree on the manner of voting? " llcd Anent thereto, cited hereunder are the prevailing authorities where a proxy is given in favor of more than one person, to wit: "A proxy in several persons is presumed by the action of the majority to represent the giver's will. (5 Fletcher, Cyc. Corp., sec. 2060, p. 232, citing Hexter v. Columbia Baking Co., 16 Del. Ch. 263, 145, atl. 115), and the dissenting minority of them cannot withdraw and break up the quorum and meeting to effectuate their dissent. (Ibid). It is customary in proxies to three or more persons to authorize a majority of those who attend or, if one only attends, then that one, to exercise the power given it. If it be given to two persons, they or either of them are usually authorized to exercise the power. (Fletcher, Supra.) Considering the foregoing, it is resolved that where a proxy is given to three (3) proxies, in one instrument, the three of them must agree upon the vote and in case of conflict, the rule of the majority of the three governs. A proxy, however, may be revoked when it runs to several proxies who cannot agree on a vote. (5 Fletcher, Cyc. Corp., sec. 2062, p. 275). Please be guided accordingly. Very truly yours, (SGD.) JULIO A. SULIT, JR. Chairman