Atty. Francisco A. Carandang, Jr.

November 13, 1986 Atty. Francisco A. Carandang, Jr. Oscar A. Inocentes & Associates Law Offices 19 Marunong Street Central District Quezon City Sir : This refers to your letter dated October 29, 1986 requesting for opinion of the Commission on the following queries quoted hereunder: "1. In what instances, (a) may a corporate unit-owner and member of the condominium corporation; (b) an estate administrator, judicially appointed by the court or by a unit owner; (c) the attorney-in-fact, appointed by virtue of a Special Power of Attorney by a parent who is the unit-owner, be a candidate for and be eligible to be elected as a member of the Board of Directors of a condominium corporation? LibLex 2. May the Board of Directors decide and prescribe through a board resolution, the official proxy form to be used in the annual stockholders meeting for the orderly conduct of election?" Anent your first query, please find attached herewith a xeroxed copy of our self-explanatory opinion on the matter, dated June 2, 1986 addressed to Atty. Renato L. Liboro. Regarding your second query, Section 47 (4) of the Corporation Code of the Philippines, authorizes a corporation to provide in its by-laws, the form for proxies of stockholders or members. The law provides, thus: "SECTION 47. Contents of the by-laws . Subject to the provisions of the Constitution, this Code or other special law, and the articles of incorporation, a private corporation may provide in its by-laws for: xxx xxx xxx 4. The form for proxies of stockholders and members and the manner of voting them." xxx xxx xxx (emphasis supplied). The by-laws of the Corporation, therefore, would be controlling insofar as the execution of proxies is concerned. An examination of the by-laws of Avalon Condominium Corporation reveals that the same does not contain any provision as to the mode of execution/securing proxies. Therefore, a proxy shall be perceived in relation to its compliance with the requirements of Section 89 and 58 of the Corporation Code, quoted hereunder: "SECTION 89. ... 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 . xxx xxx xxx SECTION 58. Proxies . 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 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. (emphasis supplied). Accordingly, in the absence of a provision in the articles of incorporation or by-laws, the Board of Directors cannot prescribe the form of proxies other than that as provided for under Section 58 of the Corporation Code. cdll Please be advised accordingly. Very truly yours, (SGD.) JULIO A. SULIT, JR. Chairman