Mr. Chua Bun Peng

September 8, 1995 Mr. Chua Bun Peng Communicator's League for Environmental Action and Restoration 227 Salcedo St., Suite 4B Valuepoint Executive Apartments Legaspi Village, Makati, Metro Manila S i r : This refers to your letter dated July 24, 1995, requesting clarification on the application of the following by-law provision: llcd "Any member of the association may be represented by proxy duly given in writing and presented to the Secretary for recording at or prior to the opening of said meeting." Your query is, can a member act as proxy for another member or members, and if so, is there any limitation on the number of members he can represent as proxy? The Corporation Code provides: "SECTION 47. Contents of by-laws . Subject to the provisions of the Constitution, this Code, other special laws and the articles of incorporation, a private corporation may provide in its by-laws: xxx xxx xxx: 4. The form for proxies of stockholders or members and the manner of voting them ," (Emphasis supplied) Therefore, the provisions of the corporate by-laws are controlling insofar as the execution of proxies and manner of voting them are concerned. Inasmuch as the above-cited by-law provision is silent as to who can act as proxies and the manner of voting them, anybody, including a fellow member, can be appointed as proxy without limitation as to the number of members to be represented. Please be advised accordingly. (SGD.) PERFECTO R. YASAY, JR. Acting Chairman