SEC OGC OPINION NO. 11-2024: Re: Annual Meeting via Remote Communication and Voting in Absentia

On 26 April 2024, the Securities and Exchange Commission Office of the General Counsel (“SEC OGC”) issued SEC OGC Opinion No. 11-2024 upon the request of Pacific Plaza Towers Condominium Corporation (“PPTCC”) to seek clarification on whether it can conduct its 2020 Annual General Membership Meeting through remote communication and to allow voting in absentia even without a corresponding provision in its by-laws.

To resolve this issue, the SEC cited Section 12 of SEC Memorandum Circular (“MC”) No. 6, series of 2020, which states that “the right to vote of stockholders of members may be exercised also through remote communication or in absentia when authorized by a resolution of the majority of the board of directors; Provided, that the resolution shall only be applicable for a particular meeting.”

When the by-laws expressly allow meeting and/or voting via remote communication or in absentia, it can be done without limitations. However, on the other hand, when the by-laws do not have such a provision, the members may still validly vote through remote communication on the basis of a resolution issued by the majority of the board of trustees of PPTCC authorizing such mode of voting. It should be noted, however, that based on the above Section 12 of SEC MC No. 6, voting through remote communication is only applicable for that particular meeting. 

Based on the above, PPTCC can conduct its annual meeting via remote communication and allow voting in absentia without needing to amend its by-laws, provided that the approval of at least a majority of its board of directors is obtained through a resolution. Further, such approval shall only be applicable for that particular meeting.