Atty. Eugenio E. Reyes

July 23, 1981 Atty. Eugenio E. Reyes Chairman, Election Committee Philippine Veterans Legion Region Home Bldg.,PVAO Compound Arroceros St.,Manila Dear Atty. Reyes: This refers to your letter dated July 15, 1981, requesting opinion on whether a PVL member who is not a member of any particular chapter of the Philippine Veterans Legion may be appointed as a proxy of the delegates of such chapter in the light of the By-Laws provision of the Philippine Veterans Legion which read as follows: "SECTION 6, Article VI. Each voting delegate shall be entitled to one vote. The vote of any absent delegate may be cast by an alternate properly accredited in writing prior to the convention by the Chapter Commander or Post Commander concerned and in the absence of the alternate, the head of the respective delegation may cast the vote. But no voting delegate, alternate, or head of delegation shall be accredited to vote except upon the previous payment of the prescribed convention registration fee as previously determined by the National Directorate." The pertinent provision of the Corporation Code of the Philippines expressly provides that: "SECTION 89. Right to Vote . The right of the members of any class or classes to vote may be limited, broadened or denied to the extent specified in the articles of incorporation or the by-laws. Unless so limited, broadened or denied, each member, regardless of class, shall be entitled to one 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 the Code. There is no question that the right to vote may be exercised personally or by proxy. In the latter instance, the law makes voting by proxy merely directory in the case of non-stock corporations and even allows the articles of incorporation or by-laws thereof to deny proxy voting. If proxy voting may be denied outrightly in the articles or by-laws of non-stock corporations, it necessarily follows that the qualifications or limitations on who should be appointed proxies may also be made therein. Considering that the by-law provision under consideration does not prescribe that only a PVL member of a particular chapter may be appointed as proxy of the delegates of such chapter, our answer to your query is in the affirmative. In the same vein, since it is not explicitly prescribed in the by-laws that each and every member of the Chapter or Post should sign the proxy, we believe that the Commander or Post of said chapter can alone sign a proxy for and in behalf of all the absent members of an entire chapter or post. Please be advised accordingly. Very truly yours, (SGD.) ROSARIO N. LOPEZ Director Corporate and Legal Department