Mr. Melencio J. Gigantoni

April 17, 1989 Mr. Melencio J. Gigantoni Metro Manila Bible Community, Inc. 670 EDSA, Cubao, Quezon City Sir : This has reference to your letter dated March 30, 1989 requesting the opinion of this Commission on the query posed therein. It appears that the board of trustees of Metro Manila Bible Community Inc. granted a certain Pastor John R. Fast a leave of absence from his position as Senior Pastor. According to Article V, Section 2, of the corporate by-laws, the seven (7) members of the board includes the Senior Pastor. An understudy, Mario Umali, was designated officer-in-charge of the Senior Pastor's office. As such, he attended and voted in the meetings of the board of trustees. With the above facts, you want to know whether a director can be represented by a proxy in the meetings of the board of trustees. cdll The assumption by Mr. Umali of the position of Senior Pastor in a temporary capacity does not confer upon him of the authority to represent Mr. Fast in the board. It is an established principle in corporation law that "a director may not be represented by a proxy at a meeting of the board." ( SEC Opinions dated June 26, 1969 and December 12, 1988) Moreover, the Corporation Code of the Philippines is quite clear on this matter, to quote: "Directors or trustees cannot attend or vote by proxy at board meetings." (last sentence, Sec. 25) In view of the foregoing, your query is answered in the negative. Very truly yours, (SGD.) ROSARIO N. LOPEZ Chairman