Atty. Teofilo C. Abejo II

September 11, 2001 SEC OPINION Atty. Teofilo C. Abejo II Abejo & Partners Unit 2C, Padilla Bldg.,Emerald Ave., Ortigas Center, Pasig City S i r : This refers to your letter dated 21 August 2001 inquiring whether the COMELEC of Valley Golf and Country Club, Inc. can accept a Special Power of Attorney executed by the absent stockholders in place of the official proxy form notwithstanding the provision in its by-laws which states that: Every stockholder is entitled to vote at any meeting of stockholders and may so vote by proxy, provided that the proxy shall have been appointed by the stockholder himself or by his duly authorized attorney-in-fact in an official numbered proxy form issued by the Club. No other proxy form shall be recognized by the Club. The Corporation Code has no specific provision on the form of proxies but instead leaves it to the corporation to provide for the form of proxies in its by-laws. The by-laws of the corporation would therefore be controlling insofar as the form of proxies is concerned. Thus, the SEC is guided by the provision of the by-laws in determining the validity of proxies with respect to form and execution thereof (Corporation C od e annotated, Rosario N. Lopez, p. 728). Moreover, pertinent to the issue at hand is SEC Memorandum Circular No. 5 dated 06 August 1996, which provides: The corporate by-laws shall be controlling in determining the proper procedure to be followed in the execution and acceptance of proxies, provided that the minimum required formalities prescribed under Section 58 of the Corporation Code and the RSA Rule 34(a)-1 shall be complied with. In view of the provision in the corporate by-laws and the above-cited SEC Memoranda, we answer your query in the negative. Very truly yours, (SGD.) FE ELOISA C. GLORIA Commissioner