Mr. Victorio V. Soliven

December 3, 1993 Mr. Victorio V. Soliven Solid Homes, Incorporated V.V. Soliven Shopping Complex Edsa opp. Camp Aguinaldo, Greenhills, Metro Manila S i r : This refers to your letter of November 18, 1993 requesting opinion on the query posed therein. cdlex As stated, SOLID HOMES, INC. is the owner of Flat/Unit 154 and Unit 7202 of the Europa Condominium Villas managed by the Europa Condominium Villas, Inc. On November 1993, Solid Homes, Inc. received from Europa Condominium Villas, Inc. a notice of Annual Stockholders Meeting stating therein, among others, that "Any member-stockholder unable to be present at the meeting and or present the proxy form on time shall be considered as having appointed the Chairman of the meeting as proxy." Query: 1.) Is it legal for a Chairman in an Annual Stockholder's Meeting to be considered as having been appointed as proxy by any member-stockholder who is unable to be present at the meeting and/or present a proxy form on time, absent any provision to that effect in the By-laws of a Condominium Corporation. Relative thereto, please be advised that the Commission has adopted the policy of not rendering categorical answers on queries based on issues which may eventually be litigated in the future. The opinion which may be rendered thereon would not be binding upon private parties who would in all p probability, if the opinion happens to be adverse to their interest, take issue therewith and contest it before the Courts. However, for purposes of information only, the following may be imparted. llcd The pertinent provision of the Corporation Code provides in part: "SECTION 58. Proxies . ...Proxies shall be in writing, signed by the stockholder or member and filed before the scheduled meeting with the corporate secretary. ..." (Emphasis supplied) The appointment of proxy, therefore, is purely personal. Thus, it was held that "the right to vote is inseparable from the right of ownership of stock without the owner's consent, and therefore a proxy to vote stock, to be valid, must have been given by the person who is the legal owner of the stock and entitled to vote the same at the time it is to be voted. (5 Fletcher sec. 2053 citing several cases) Should you feel you have a cause of action against the corporation, its directors or officers, you may file a verified complaint with our Securities Investigation and Clearing Department of this Commission in accordance with Presidential Decree No. 902-A, as amended. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman