Philippine Women Bowling Association, Inc.

March 10, 1988 Philippine Women Bowling Association, Inc. c/o Mrs. Lourdes Zulueta Cagayan de Oro St. Alabang Hills Village Alabang, Muntinlupa Madam: This refers to your letter dated March 8, 1988, requesting for a ruling on the use of proxy as a means of electing the members of the Board of Directors of Philippine Women Bowling Association, Inc. LexLib The Corporation Code expressly allows proxy voting of stockholders/or members either in person or by authorized representative. The Corporation Code provides, thus: "SECTION 58. Proxies . Stockholders and members may vote in person or by proxy in all meetings of stockholders or members ." ...(emphasis supplied) "SECTION 24. Election of directors or trustees . At all election of directors or trustees ,there must be present either in person or by representative authorized to act by written proxy the owners of the majority of the outstanding capital stock or if there be no capital stock or majority of the members entitled to vote"....(emphasis supplied) "SECTION 89. Right to 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." (emphasis supplied) Corollary to the foregoing provisions of the Corporation Code Article II Section 6 of the by-laws of subject corporation provides thus: "SECTION 6. Members shall be entitled to one vote, and they may either in person or by proxy ,which must be in writing and signed by the member giving the proxy." (emphasis supplied). From the foregoing, it is very clear that the members of Philippine Women Bowling Association, Inc. may vote by proxy as a means of electing the members of the Board of Directors. prcd Please be advised accordingly. Very truly yours, (SGD.) JULIO A. SULIT, JR. Chairman