Mr. Felipe C. Valdez

February 15, 1990 Mr. Felipe C. Valdez Camiling, Tarlac S i r : This refers to your letter dated December 14, 1989, inquiring whether a stockholder of Camiling Colleges, Inc., who can not be present on the yearly stockholders meeting for the election of the members of the board of trustees, can execute a power of attorney authorizing someone to vote for him in said meeting and whether it is necessary that said power of attorney be notarized. llcd The pertinent provision of the Corporation Code provides: "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. . . ." (emphasis supplied) Accordingly, a stockholder may attend and vote during the annual meeting of the stockholders thru a representative authorized by him. As to the form of the proxy or authority, Section 47 of the Corporation Code provides: "SECTION 47. Contents of the by-laws . Subject to the provisions of the Constitution, this Code, other special laws, 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 the form of proxies is concerned. An examination of the by-laws of Camiling Colleges, Inc. disclosed that the same does not contain any provision as to the form of proxy . It requires only that "such proxy shall be in writing, and filed with the secretary of the corporation". (Articles X, Section 1). Therefore, the proxy or authority shall be perceived in relation to its compliance with the requirements of Section 58 of the Corporation Code, quoted hereunder. "SECTION 58. Proxies . Stockholders and members may vote in person or by proxy in all meetings of stockholders or members. Proxies shall be in writing, signed by the stockholders 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 time." (emphasis supplied) "No particular form or words are necessary to constitute a proxy unless expressly required. All that is necessary is that the writing shall show an intention to empower the person to whom it is given to act as an agent in voting the stock and to enable the election of officers to know that it is authorized." (5 Fletcher, Cyc. Corps. 1967 Rev. Vol. sec. 2056, p. 256 citing Smith v. San Francisco & N.P. Ry. Co., 115 Cal. 584 p. 582, 35 LRA 309, 56 Am. St. Rep. 119). Accordingly, the proxy or authority executed by a stockholder of the corporation need not be notarized. Please be advised accordingly. Very truly yours, (SGD.) RODOLFO L. SAMARISTA Associate Commissioner