Mr. Perpetuo G. Paner

September 20, 1994 Mr. Perpetuo G. Paner 410 Doa Victoriana Building EDSA Cor. New York Street Cubao, Quezon City S i r : This refers to your letter of September 19, 1994 requesting opinion whether it is legal to provide in the By-laws of non-stock and non-profit corporations a provision limiting the number of proxies to not more than five (5) which a member can solicit and vote in the election of the members of the Board of Trustees. cdlex The pertinent provision of the Corporation Code provides: "SECTION 89. Right to vote . The right of the members of any class or classes to vote may be limited, broadened or denied to the extent specified in the articles of incorporation or the by-laws. Unless so limited, broadened or denied, each member, regardless of class, shall be entitled to one 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. Voting by mail or other similar means by members of non-stock corporations may be authorized by the by-laws of non-stock corporations with the approval of, and under such conditions which may be prescribed by the Securities and Exchange Commission." (Emphasis provided) It is quite clear from the above underlined phrase that in non-stock, non-profit corporations, proxy voting may be denied in the articles of incorporation or by-laws. Therefore, it follows that a provision in the articles of incorporation or by-laws limiting proxy solicitation; is allowable. Accordingly, your query is answered in the affirmative. Very truly yours, (SGD.) FE ELOISA C. GLORIA Associate Commissioner