Atty. Teodorico C. Taguinod

July 27, 1984 Atty. Teodorico C. Taguinod Vice President, Legal Benguet Corporation 2259 Pasong Tamo Extension Makati, Metro Manila Sir : This is in reply to your letter dated August 25, 1983 requesting opinion on the query posed therein. It appears from your letter that the Benguet Corporation has approximately 22,000 stockholders of record; that about 10,000 of them reside in the United States of America; that the corporation has always sent copies of its annual reports and proxy statements to those stockholders abroad; and that a substantial number of the foregoing mails are returned to the corporation by the postal service because the addressee-stockholders no longer live at their given addresses. The questions presented before the Commission is whether the Benguet Corporation, under Philippine Law, is obligated to continue sending its annual reports and proxy statements to said stockholders whose mails remain undelivered? As regards sending the annual reports, the Corporation Code is silent on the matter and therefore, it is opined that the sending of the same is not mandatory. Relative to the sending of proxy statements, Section 8 of Article II of the by-laws of Benguet Corporation provides, to wit: "SECTION 8. Notice of Meetings . A written or printed notice of eve and mailed by the President or Secretary of the Company, postage prepared, to the last known post office address of each stockholder as shown by the company's Stock and Transfer Books at least thirty (30) days before the date of any such meeting. No failure or irregularity of notice of any regular meeting shall invalidate the same on any proceedings thereat." (Emphasis supplied) The word "shall" in the aforecited provision indicates that notice of meetings is mandatory .Thus, in the absence of information from the stockholders concerned of the transfer of their post office address, the corporation is duty bound to send them notices of all meetings to their last known post office address as shown in the stock and transfer book of the corporation. Consequently, the sending of proxy statements cannot be dispensed with. Should you want to adopt another manner of sending notices of meetings, the same can be legally effected by amending the by-laws pursuant to Section 48 of the Corporation Code. The law provides, thus: "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. The owners of two-thirds (2/3) of the outstanding capital stock or two-thirds (2/3) of the members in a non-stock corporation may delegate to the board of directors or trustees the power to amend or repeal any by-laws or adopt new by-laws: ..." Please be advised accordingly. llcd Very truly yours, (SGD.) MANUEL G. ABELLO Chairman