Atty. Andresito Fornier

July 11, 1983 Atty. Andresito Fornier 11th Flr.,G.E. Antonino Bldg. Ermita, Manila Sir : This refers to your letter dated July 5, 1983, requesting for the opinion of this Commission on the queries posed therein. llcd It appears that your client Mr. Lagdameo, who is a stockholder of Fortune Cement Corporation, has received a notice from the corporate secretary of said corporation informing him of a special meeting of stockholders on July 12, 1983. In said notice, the corporate secretary stated that proxies for said meeting must be notarized otherwise they shall not be honored. In the by-laws of the corporation, however, there is no provision as to the mode of execution of proxies. You now the pose the following queries: 1. Is the act of a corporate secretary prescribing a special form of proxies requiring the same to be notarized before a notary public considered legal and valid? 2. Does the corporate secretary have any legal right to dishonor any proxy on the ground that the same is not notarized or that the same is not in the form prescribed by him? In reply thereto, please be advised that 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." ...(emphasis supplied) The by-laws of the corporation, therefore, would be controlling insofar as execution of proxies is concerned. Accordingly, in the absence of a provision in the by-laws, the corporate Secretary cannot prescribe the form of proxies. A perusal of the by-laws of Fortune Cement Corporation disclosed that the same does not contain any provision as to the mode of execution/securing of proxies. Hence, a proxy shall be recognized or honored in the light of its compliance with the requirements to constitute a valid proxy provided for under Section 58 of the Corporation Code which provides, to wit: "SECTION 58. Proxies . ....Proxies shall be in writing, signed by the stockholders or members and filed before the scheduled meeting with the corporate secretary." The aforequoted provision does not require that proxies shall be notarized. Thus, the Commission, in a previous opinion, has ruled that proxies need not be acknowledged before a notary public. (SEC opinion dated February 12, 1982). Accordingly, the Corporate Secretary is duty bound to honor a proxy even if not notarized as long as it is executed in accordance with the aforementioned provision of law. It is worth mentioning that there is a presumption of regularity in the execution of proxies. Hence, as a rule, they should be accepted if they have the appearance of prima facie authenticity in the absence of a timely and valid challenge and are signed as the names appear in the records. ( SEC Opinion dated March 25, 1968 ). Please be advised accordingly. cdll Very truly yours, (SGD.) JESUS J. VALDES Associate Commissioner