October 7, 1983

Ms. Armida Siguion Reyna

Aawitan Kita Production
7 Tangile Road
North Forbes Park, Makati

Madam:

This refers to your letter dated July 11, 1983, requesting for opinion of this
Commission on the queries posed therein. llcd

In connection with your query as to whether voting by proxy may be

allowed in the election of Directors in the absence of any provision in the By-Laws
of Katipunan ng mga Artista ng Pelikulang Pilipino, Inc. (KAPP), please be
advised that unless denied in the articles of incorporation or by-laws, every
member of a non-stock corporation is entitled to vote by proxy. Section 89 of the
Corporation Code provides in part, thus:

"SECTION 89. Right to vote. —. . . Unless otherwise provided

by the articles of incorporation or by-laws a members may vote by proxy in
accordance with the provision of this Code." (Emphasis supplied)

xxx xxx xxx

A perusal of the articles of incorporation and by-laws of subject corporation

disclosed that both are silent on the matter. Such being the case, the general rule
that a member may vote by proxy shall apply.

In reply to your other queries, please be informed that this Commission

would not render an appropriate opinion based on facts alleged in your letter since
the same is a matter of evidence and therefore, a justiciable issue which could be
clarified and determined in a proper proceeding. Like in other letter-queries of
similar nature, the Commission has adopted the policy of not taking any action
which will prejudice the outcome of the case if it will eventually be litigated in the
future. However, for purposes of information only, the following may be imparted.

Assuming that the election held on May 1, 1983 is considered valid, the
Board elected shall, pursuant to Section 23 of the Corporation Code hold office for
one year and until the successors are elected and qualified. The law provides in
part, thus:

"SECTION 23. The Board of Directors or Trustees. — Unless

otherwise provided in this Code, the corporate powers of all corporations
Copyright 1994-2018 CD Technologies Asia, Inc. Securities and Exchange Commission 2018 1
 formed under this Code shall be exercised, all business conducted and all
property of such corporation controlled and held by the board of directors or
trustees . . . who shall hold office for one (1) year and until their successors
are elected and qualified." (Emphasis supplied)

A director may, however, tender his resignation voluntarily even before the
expiration of his term in which case vacancy caused by his resignation may be
filled in accordance with Section 29 of the Corporation Code which provides, to
wit: LibLex

"SECTION 29. Vacancies in the office of directors or trustees.

— Any vacancy occurring in the board of directors or trustees other than by
removal by the stockholders or members or by expiration of term may be
filled by the vote of at least a majority of the remaining directors or trustees,
it still constituting a quorum; otherwise, said vacancies must be filled by the
stockholders in a regular or special meeting called for that purpose. A
director or trustee so elected to fill a vacancy shall be elected only for the
unexpired term of his predecessor in office. (Emphasis supplied)

With respect to what constitutes a valid notice of general membership

meeting, Section 50 of the Corporation Code provides as follows:

"SECTION 50. Regular and special meetings of stockholders or

members. — . . . That written notice of regular meeting shall be sent to all
stockholders or members of record at least two (2) weeks prior to the
meeting, unless a different period is required by the by-laws.

Special meeting of stockholders or members shall be held at any time

deemed necessary or as provided in the by-laws; Provided, however, that at
least one (1) week written notice shall be sent to all stockholders or
members, unless otherwise provided in the by-laws. (Emphasis supplied)

Article VI (6) of the by-laws of the corporation provides in part, to wit:

"6. ...

Notice of all meetings shall be given not less than five (5) nor more
than ten (10) days before the date of the meeting."

Likewise, Article IV (4) of the By-Laws provides in part:

"4. ...

The Secretary . . .; shall act as the communications personnel who

shall be responsible for writing and dispatching correspondences, shall
inform members of meetings, and its activities, . . . ."

Copyright 1994-2018 CD Technologies Asia, Inc. Securities and Exchange Commission 2018 2
 (Emphasis supplied)

Whatever notice of the meeting, therefore, which has been given within the
period fixed in the by-laws and which has been sent by the proper officer
authorized therein, is considered as valid notice. cda

We hope the foregoing are sufficient to answer the issues raised in your
letter.

Very truly yours,

(SGD.) GONZALO T. SANTOS, JR.

Associate Commissioner

Copyright 1994-2018 CD Technologies Asia, Inc. Securities and Exchange Commission 2018 3