Mr. Jose T. Mationg

September 1, 1997 Mr. Jose T. Mationg Makato, Aklan S i r : This refers to your letter dated July 28, 1997, which was referred to this Commission by the Department of Justice requesting opinion on whether or not a proxy without a written assignment, designation or authority and not a stockholder can be voted upon or elected as member of the Board of Trustees of a corporation . llcd It is well-settled that a person acting as a proxy is merely an agent and as such, a mere fiduciary who has the duty of acting in strict accord with the instruction given by the person who signed the proxy. Further, Section 23 of the Corporation Code, quoted hereunder, explicitly requires that one must be a stockholder or member of the corporation in order to be qualified as member of the Board of Directors/Trustees. "SECTION 23. The board of Directors or trustees . Unless otherwise provided in this Code, the corporate powers of all corporations formed under this Code shall be exercised, all business conducted and all property of such corporations controlled and held by the board of directors or trustees to be elected from among the holders of stocks, or where there is no stock from among the members of the corporation ,who shall hold office for only one (1) year and until their successors are elected and qualified. Every director must own at least one (1) share of the capital stock of the corporation of which he is a director, which share shall stand in his name on the books of the corporation. Any director who ceases to be the owner of at least one (1) share of the capital stock of the corporation of which he is a director shall thereby cease to be a director. Trustees of non-stock corporations must be members thereof : A majority of the directors or trustees of all corporations organized under this Code must be residents of the Philippines." (Emphasis supplied) On the basis of the foregoing, your query is answered in the negative. Take note however, that while Section 23 of the Corporation Code express requires that a member of the Board must be a stockholder or member of the corporation, the Commission had occasions to rule that in "stock corporations", beneficial ownership is not necessary for one to become a director, and that a person who holds the "legal title to a stock" on the books of the corporations is qualified although the beneficial ownership thereof may be in another. In other words, a nominee shareholder, to whom the share of stock has been legally assigned by a trustor stockholder for purposes of qualifying the former as a member of the Board, may be eligible as a director, notwithstanding absence of beneficial interest in the stock. Very truly yours, (SGD.) SONIA M. BALLO Corporate & Legal Dept . Director