Ms. Virginia Datoc Guerrero

May 29, 1981 Ms. Virginia Datoc Guerrero Confederation of Philippine Exporters, Inc. Manila Dear Ms. Guerrero : This has reference to your letter dated May 11, 1981 requesting opinion on this Commission on the following queries: "1. We would like to know if a non-member of the Association could be appointed or designated by a bonafide member of the Association as a proxy to represent him or her in the exercise of the latter's right to vote. 2. Should proxies executed by any bonafide member be notarized or should it be enough that they are reduced in writing? 3. Is it enough that a proxy form be prepared in any form but containing all the legal requirements of the law?" Section 47 of the Corporation Code of the Philippines, otherwise known as Batas Pambansa Blg. 68 and approved on May 1, 1980, allows a private corporation to provide in its by-laws, among others, for the form of proxies for stockholders and members and the manner of voting them. Section 89 of the same code further state, "Unless otherwise provided by the articles of incorporation or by-laws, a member may vote by proxy in accordance with the provisions of this Code." In answer to your first query, please note that the by-laws of subject corporation expressly allows proxy voting in the following tenor: ARTICLE XII, Section 2. Each regular individual or regular individual representative/member in good standing is entitled to one vote. In case of inability of any such member to attend any regular or special meeting of the members, another person may be designated as proxy to vote in the meeting by the individual member who cannot attend or by regular corporate member whose regular individual representative member will be absent. Said proxy authorization shall be sent either by letter or telegram to the Secretary prior to the meeting. (Emphasis ours) There being no restriction and/or qualification appearing in the above-quoted by-law provision as to who should be appointed proxy by an absent member, our answer to your first query is in the affirmative. Relative to your second and third queries, please note further that Section 58 of the Code prescribes the minimum requirements for proxies, to wit: 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. However, pursuant to the rule-making functions of the Commission, this Office has drafted implementing rules and regulations whereby a certain form must be followed in order that proxies may be considered valid. To date, these rules have not yet been officially issued considering that the same will have to be presented to the public for public hearing. Pending the official publication of the rules on proxies, our answer to your letter queries is that presently it is enough that the proxy is reduced in writing, signed by the stockholder or member and need not follow any particular form in the absence of any provision in the by-laws on the matter. Nevertheless, this answer is subject to the rules of the Commission on proxies as soon as the same are officially released and published. Please be advised accordingly. Very truly yours, For the Chairman: (SGD.) ROSARIO N. LOPEZ Director Corporate and Legal Department