Mr. Jose Ma. Ozamis, et al.

May 3, 1985 Mr. Jose Ma. Ozamis, et al. Samson Enterprises, Inc. 103 Shaw Boulevard, Mandaluyong Metro Manila Sir : This has reference to your letter dated March 8, 1985, requesting for the opinion of this Commission on the query posed therein. LexLib It appears therein that you are both associate members in good standing of Wack Wack Golf & Country Club, Inc. You were designated attorneys-in-fact by certain proprietary members of the said club by virtue of Special Powers of Attorney duly executed by said proprietary members. Said special powers of attorney were duly executed by said proprietary members. Said special powers of attorney authorized you to "receive, sign and execute the official ballot for the forthcoming election of directors of said club." Upon presentation of said powers of attorney to the Board of Tellers and Canvassers, the same, however, were summarily disallowed. You allege that this denial of a member's right to select and choose whomsoever he wishes and trusts to be his attorney-in-fact is a blatant disenfranchisement of members entitled to vote, but who are unable to attend the meeting and election of directors. Hence, this request for a ruling on the refusal by the Board of Tellers and Canvassers to allow said power of attorney. Section 47 of the Corporation Code provides, and we quote: "SECTION 47. Contents of By-laws . Subject to the provision 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 stockholder and members and the manner of voting." From the foregoing, it is clear that a corporation can include in its by-laws provision on the form for proxies of members and the manner of voting them. In your case, Sec. 15 of your Revised By-laws would be controlling insofar as it provides for the form for proxies and the manner of voting them. ( Ltr. to Mr. Farrid S.K. Nassr dated, August 6, 1984 ). The pertinent provision of said Sec. 15 is hereunder quoted: "SECTION 15. A majority of the members present in person or by proxy shall constitute a quorum. Proxies must be in writing in the form prescribed by the Board of Directors, signed by the proprietary member, and shall be issued only in favor of another member .In the case of a juridical member, the proxy may be in favor of the President or any other duly authorized officer of the corporation and shall be signed by the officer of the entity with legal authority to do so accompanied by a certificate of the entity that such officer is so authorized, or another proprietary member. Proxies shall be filed with the Secretary at least seven (7) days prior to the day of the meeting. However, said proxies may only be used in determining the presence of a quorum at the meeting and in voting on all matters before the meeting other than the election of Directors .(As amended on July 17, 1983 and July 29, 1984).(Emphasis supplied) cdlex The foregoing provision, therefore, precludes the allowance of the Special Powers of Attorney executed by the proprietary members in your behalf. Regarding the authorization in said special power of attorney for you "to receive, sign and execute the official ballot for the election of direct vote of the members, of Directors of Wack Wack Golf & Country Club, etc.," please be informed that Sec. 16 (c) of your Revised by-laws provides, and we quote: "(c) Election of Directors . At least thirty days prior to a meeting at which directors are to be elected, the Secretary shall mail to each member entitled to vote a ballot containing in alphabetical order the names of all qualified candidates for election as directors. Each member shall be entitled to as many votes as there are membership Fee Certificates registered in his name ....(emphasis supplied) Each member may cast a secret ballot duly signed by him personally ..... Likewise, Sec. 6 (b) of your Revised By-laws provides, and we quote: SECTION 6 (b) Proprietary . A proprietary member is a natural or juridical person in whose name a membership fee certificate has been issued. From the foregoing provisions, it can be deduced that only a Proprietary member is entitled to vote. Likewise, only said member may cast a special ballot which he has signed personally. Please be advised accordingly. Very truly yours, (SGD.) MANUEL G. ABELLO Chairman