Atty. John C. Quirante

May 21, 1985 Atty. John C. Quirante 7th Floor, JEG Building 150 Legaspi St.,Legaspi Vill. Makati, Metro Manila Sir : This has reference to your letter dated April 1, 1985 requesting the opinion of this Commission on the queries posed therein affecting the proxy attached therewith. The proxy form enclosed with your letter authorizes the representative of an absent stockholder of Quezon City Sports Club, Inc. to: "...represent me and vote upon the stock owned by me and standing in my name on the books of the corporation at the annual meeting of stockholders on _______________ and/or at any adjournments, continuations or postponements thereof, and at any and all regular or special stockholders' meetings and/or at any adjournments, continuations or postponements thereof ... xxx xxx xxx Should I personally attend any of the meetings, this proxy shall be deemed of no force and effect but only for the meeting that I have attended (emphasis supplied)." In reply to your first query, it is apparent that it is a continuing proxy because the authority given is for the representative to represent the stockholder at any and all regular or special stockholders' meeting unless the stockholder revokes the same in writing. That the said proxy is a continuing one is further strongly supported by the last paragraph thereof which reads thus: "Should I personally attend any of the meetings, this proxy shall be deemed of no force and effect but only for the meeting that I have attended. (Emphasis supplied). Your second query is answered in the negative. A limited and specific proxy cannot be exceeded or extended if given and a specific proxy, when required, cannot be implied. (5 Fletcher, Cyc. Corp.,1952 Replacement Volume, sec. 2061 at 236). Anent the queries posed in number 3 of your letter, please be informed that said attached proxy may be used at every election years, unless the stockholders revoke the same in writing or personally attend at any stockholders' meeting. "The duration of the proxy may be fixed by its own terms." (Fletcher, Supra, sec. 2062 at 243). Modern corporation acts, however, regulates the time of continuances of proxies. Some statutes fix a certain period of years on the time for which any proxy may continue. (Fletcher, Supra, at 244). Under our jurisdiction, "no proxy shall be valid and effective for a period longer than five (5) years at any one time." (SEC 58, The Corporation Code of the Philippines). Thus, the queries posed in number 3 of your letter are answered in the affirmative subject to said Sec. 58 of the Code. Please be advised accordingly. llcd Very truly yours, (SGD.) ROSARIO N. LOPEZ Associate Commissioner