Mr. Erlindo M. Salvador

November 15, 2001 SEC OPINION Mr. Erlindo M. Salvador Cor. Waling Waling & Jasmin Sts. Araneta University Village, Bo. Potrero, Malabon, Metro Manila Dear Mr. Salvador, This has reference to your letter dated October 16, 2001 requesting opinion as to whether the proxy is only for quorum purposes or the vote of the proxy for and in behalf of the member is legal and valid. The pertinent provisions of the Corporation Code are Sections 58 and 89 thereof which provide, thus: "Sec. 58. Proxies. Stockholders and members may vote in person or by proxy in all meeting of stockholders or member. 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." "Section 89. Right to vote. ... Unless otherwise provided by the articles of incorporation or the by-laws, a member may vote by proxy in accordance with the provisions of this Code. xxx xxx xxx" A proxy is a special form of agency. The proxy holder is in the eye of the law an agent and as such a fiduciary . (De Leon, Corporation C od e of the Philippines, p. 428) A proxy, as the term is used, designates the formal authority given ...by a member to another person to exercise the voting rights of the former. It thus assures the presence of a quorum in meetings of (stockholders) members ...At the same time, it enables those who do not wish to attend a stockholders' or members' meeting to protect their interest by exercising their right to vote through a representative. (supra) Hence, unless prohibited by the articles of incorporation and by-laws of an association, members therein may be represented in members' meetings by proxy which may be considered in the determination of quorum and the proxy may vote in the said meetings in behalf of the members represented. In the case of Araneta University Village Association ,the use of proxy is expressly allowed under Article IV, Sec. 5 of its by-laws. It provides, thus: "Sec. 5. Proxy . Any member entitled to vote at the meeting of members may be represented and vote thereat by proxy appointed in an instrument signed by such member and delivered to the Secretary one day prior to the time of the meeting." Very truly yours, (SGD.) BENITO A. CATARAN Director Company Registration and Monitoring Department