Mr. Simeon M. Valdez

June 1, 1981 Mr. Simeon M. Valdez The Board of Trustees of the Veterans of WWII Veterans Center, Taguig Metro-Manila Sir : This has reference to your letter dated May 7, 1981 requesting opinion of this Commission on the following queries: 1. Can an Ex-Officio trustee be represented either by "proxy" or in "representation" of the Ex-Officio trustee in a Board Meeting or in any official deliberations of the Board? 2. Can the "representative" be entitled a) To emoluments which the Ex-Officio member is entitled to; cdll b) To reimbursement of expenses as a "representative" of the Ex-Officio member. 3. Can the Board legally pass a resolution to entitle the "representative" of the Ex-Officio member to any emoluments? 4. Can a regular Board member designate one to represent him in a Board Meeting and in other deliberations of the Board? 5. Can a Board member thru his "representative" be counted as present for purposes of a quorum and for actions on resolutions? It appears that the Board of Trustees of the Veterans of World War II was created by virtue of Section 23 of R.A. No. 3518 entitled "An Act Creating the Philippine Veterans Bank and for Other Purposes", as amended by PD No. 236. The said special law provides for two Ex-Officio directors in a board of eleven members but it is silent relative to the above-quoted questions so that reference to the provisions of the Corporation Code of the Philippines or Batas Pambansa Blg. 68 becomes imperative (Sec. 4 BP 68). Regarding your first query, Section 25 of the said Code expressly states that: "Directors or Trustees cannot attend or vote by proxy at board meetings." (emphasis supplied) The rationale for said legal provision is spelled out by jurisprudence in the following tenor: "The directors of a corporation cannot vote at directors' meeting by proxy ,but must be personally present and act themselves. His personal judgment is necessary ,and he cannot delegate his duties, or assign his powers." (2 Fletcher, Cyclopedia of Corporation, p. 427; emphasis supplied). cdll "A director of a corporation cannot delegate his power to vote in the board of directors by giving his proxy to another person. He must be present in person for the purpose of consultation. Directors are elected to meet and confer and interchange ideas. They cannot vote or act in any other manner. A director, of course, cannot act or vote by proxy." (2 Fletcher 427 citing First Nat. Bank of Omaha v. East Omaha Boc. Co.,2 Neb. (Unoff.) 820, 90 NW 223; Lippman v. Kehoe Stenograph Co.,11 Del Ch. 20, 95 Atl. 895). In light of the foregoing and considering that the Code does not distinguish between an Ex-Officio and regular member of the board of directors, our answer to your first query is in the negative. Relative to your other questions, they are rendered moot and academic by our answer to your first query. Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Director Corporate and Legal Department