Mrs. Evelyn B. Bigtacion

June 27, 1985 Mrs. Evelyn B. Bigtacion 9384-D Calantes Street San Antonio Village, Makati, Metro Manila Madame: This has reference to your letter dated June 26, 1985 requesting the opinion of this Commission on the query posed therein. It appears that your spouse, Felipe E. Bigtacion, a stockholder of Maritime Training Center of the Philippines, Inc.,with office address at Rm. 706, Prudential Bank Bldg.,Plaza Lacson, Manila, executed a Special Power of Attorney in your favor, authorizing you, among others, "to examine and verify all transaction, records, documents and papers including the minutes of the meetings of the Board of Directors and stockholders".The president of the corporation denied your request to inspect the corporate books on the pretext that your husband cannot delegate his right as a stockholder. You want to know whether such action of the president is correct. Relative thereto, please be advised that the stockholder's right to inspect corporate books and records is expressly recognized under Section 74 of the Corporation Code which partly provides as follows: "The records of all business transactions of the corporation and the minutes of any meeting shall be open to the inspection of any director, trustee, stockholder or member of the corporation at reasonable hours on business days and he may demand, in writing, for a copy of excerpt from said records or minutes, at his expense." In the case of Philpotts v. Philippine Manufacturing Co. and Berry, G.R. No. 15568, November 8, 1919, 40 Phil 471, the Supreme Court ruled that the right of inspection given to a stockholder "can be exercised either by himself or by any proper representative or attorney in fact, and either with or without the attendance of the stockholder. This is in conformity with the general rule that what a man may do in person he may do through another." LexLib Thus, granting that your request was made at reasonable hour on a business day, we answer your query in the negative. Very truly yours, (SGD.) MANUEL G. ABELLO Chairman