Mr. Emerito Sembrano

January 20, 1992 Mr. Emerito Sembrano Bato, Leyte S i r : This refers to your letter dated November 15, 1991 addressed to the Cooperative Development Authority which was indorsed to this Commission, requesting opinion on the legality regarding the division of Bato Irrigator's Service Association, Incorporated into several smaller units to facilitate membership meeting (General Assemblies ) at least once a year. Section 24 of the Corporation Code provides in part as follows: "SECTION 24. Election of directors or trustees . At all elections 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. a majority of the members entitled to vote ....Any meeting of the stockholders or members called for an election may adjourn from day to day or from time to time but not sine die or indefinitely if for any reason ,no election is held, or if there are not present or represented by proxy at the meeting ,the owners of a majority of the outstanding capital stock or if there be no capital stock, a majority of the members entitled to vote ." (Emphasis Supplied) The aforequoted, provision provides that for the election of the members of the board it is necessary that at least a majority of all the members entitled to vote must be present in person or by proxy at the meeting held for the purpose. Likewise, Article VI of the By-Laws of your Association provides: "SECTION 2. Annual meeting . The members shall meet on every 15th day of July of each year at the principal office . The By-Laws further provides: LexLib "SECTION 5. Quorum and Voting . Except in cases when the Corporation Code requires affirmative vote of greater proportion, a majority of the entire membership shall constitute a quorum ,the meeting of the members may adjourn from time to time until the quorum shall be present." (Emphasis supplied) In view of the foregoing, the Association cannot adopt the aforementioned being violative of the aforecited provisions. (Emphasis Supplied) To facilitate membership meeting, you may avail of Section 58 of the Corporation Code which allows attendance in membership meeting by proxy. The law provides, thus: "SECTION 58. Proxies . Stockholders and members may vote in person or by proxy in all meeting of stockholders or members. Proxies shall be in writing, signed by the stockholder or member and filed before the scheduled meeting with the corporate secretary. Unless otherwise provided in the proxy, it shall be a valid only for the meeting for which it is intended. No proxy shall be valid and effective for a period longer than five (5) years at any one time." Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman