Published — August 23, 2022
The following post does not create a lawyer-client relationship between Alburo Alburo and Associates Law Offices (or any of its lawyers) and the reader. It is still best for you to engage the services of your own lawyer to address your legal concerns, if any.
Also, the matters contained in the following were written in accordance with the law, rules, and jurisprudence prevailing at the time of writing and posting, and do not include any future developments on the subject matter under discussion.
After reading “Voting By Proxy”, read also “On Distribution of Assets in Nonstock Corporations”
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Stockholders and members may vote in person or by proxy in all meetings of stockholders or members.
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Unless otherwise provided in the proxy form, a proxy shall be valid only for the meeting for which it is intended. No proxy shall be valid and effective for a period longer than five (5) years at any one time.
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Proxies, who are not stockholders or members, cannot be elected as director or trustee.
Included in the basic rights of a stockholder is his right to vote. Stockholders and members may vote in person or by proxy in all meetings of stockholders or members. A stockholder or member who participates through remote communication or in absentia, shall be deemed present for purposes of quorum.
The word “proxy” may be understood in two ways:
- First, it may refer to the person duly authorized by a stockholder to vote in his behalf in a stockholder’s meeting.
- Secondly, it may refer to the document which evidences this authority.
The law says:
SEC. 57. Manner of Voting; Proxies. – Stockholders and members may vote in person or by proxy in all meetings of stockholders or members.
When so authorized in the bylaws or by a majority of the board of directors, the stockholders or members of corporations may also vote through remote communication or in absentia: Provided, That the votes are received before the corporation finishes the tally of votes.
A stockholder or member who participates through remote communication or in absentia, shall be deemed present for purposes of quorum.
The corporation shall establish the appropriate requirements and procedures for voting through remote communication and in absentia, taking into account the company’s scale, number of shareholders or members, structure and other factors consistent with the basic right of corporate suffrage.
Proxies shall be in writing, signed and filed, by the stockholder or member, in any form authorized in the bylaws and received by the corporate secretary within a reasonable time before the scheduled meeting. Unless otherwise provided in the proxy form, it shall be valid only for the meeting for which it is intended. No proxy shall be valid and effective for a period longer than five (5) years at any one time. (Section 57, Revised Corporation Code of the Philippines)
What are the requisites of a valid proxy?
First, the proxy shall be in writing;
Second, it should be signed by the stockholder or member; and
Third, it should be filed before the scheduled meeting with the corporate secretary. (Section 57, RCCP)
What is the period of effectivity of a proxy?
Unless otherwise provided in the proxy form, a proxy shall be valid only for the meeting for which it is intended. No proxy shall be valid and effective for a period longer than five (5) years at any one time. (Section 57, RCCP)
Proxies, who are not stockholders or members, cannot be elected as director or trustee.
Jurisprudence says:
While Moldex may rightfully designate proxies or representatives, the latter, however, cannot be elected as directors or trustees of Condocor. First, the Corporation Code clearly provides that a director or trustee must be a member of record of the corporation. Further, the power of the proxy is merely to vote. If said proxy is not a member in his own right, he cannot be elected as a director or proxy. MARY E. LIM, represented by her Attorney-in-fact. (Reynaldo Lim vs. Moldex Land, Inc., G.R. No. 206038, January 25, 2017)
Alburo Alburo and Associates Law Offices specializes in business law and labor law consulting. For inquiries, you may reach us at info@alburolaw.com, or dial us at (02)7745-4391/0917-5772207.
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