What is a Proxy

It is customary for By Laws of a company to allow shareholders or members to attend and/or vote in a members’ meeting by proxy. If such a clause or provision is present in your company’s By Laws, then you can effectively conduct and hold meetings and elections by proxy, or through an alternate.

At the outset, it must be emphasized that attending and/or voting through proxy in a members’ meeting is allowed by the Revised Corporation Code. Sec. 49 of the Revised Corporation Code provides, to wit:

“SEC. 49. Regular and Special Meetings of Stockholders or Members. –x x x

The right to vote of stockholders or members may be exercised in person, through a proxy, or when so authorized in the bylaws, through remote communication or in absentia. The Commission shall issue the rules and regulations governing participation and voting through remote communication or in absentia, taking into account the company’s scale, number of shareholders or members, structure, and other factors consistent with the protection and promotion of shareholders’ or member’s meetings.” [Emphasis supplied.]

Further, Sec. 57 and Sec. 88 of the RCC state, to wit:

“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: x x x

x x x

SEC. 88. Right to Vote. – The right of the members of any class or classes to vote may be limited, broadened, or denied to the extent specified in the articles of incorporation or the bylaws. Unless so limited, broadened, or denied, each member, regardless of class, shall be entitled to one (1) vote.

Unless otherwise provided in the articles of incorporation or the bylaws, a member may vote by proxy, in accordance with the provisions of this Code. The bylaws may likewise authorize voting through remote communication and/or in absentia.” [Emphasis supplied.]

Legal Requirement for a Proxy

Under the RCC, a proxy form should accompany each notice of meeting of the members[1].  Proxies shall be in writing, signed and filed by the 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.[2]

Evidently, attending and/or voting by proxy is authorized by the Revised Corporation Code and should be in accordance with the said law and the by-laws of the corporation. So long as proxies are expressly allowed in a corporation’s By Laws, and provided that the forms used do not contravene the provisions of the Revised Corporation Code, meetings, elections and voting through proxy is legally permissible. Emphasis must be given in the formalities stated on the By Laws, because a proxy that does not comply may not be considered as binding or effective.

About Nicolas and De Vega Law Offices

If you want to learn more on how to hold board meetings or other corporate  or need assistance in corporate law, commercial law, corporate or commercial litigation or need corporate retainer services, or civil or other criminal law-related issues,  we can help you. Nicolas and de Vega Law Offices is a full-service law firm in the Philippines.  You may visit us at the 16th Flr., Suite 1607 AIC Burgundy Empire Tower, ADB Ave., Ortigas Center, 1605 Pasig City, Metro Manila, Philippines.  You may also call us at +632 84706126, +632 84706130, +632 84016392 or e-mail us at [email protected]. Visit our website https://ndvlaw.com.

[1] Sec. 50, RCC.

[2] Sec. 57, RCC.