234 ARTICLE 23.

of issued capital stock is divided by classes, the amount of each class as
reduced.

(3) When the articles of reduction, for which provision is hereinbefore
made, have been delivered to the State Tax Commission with the recording
fees, for which provision is hereinbefore made, the reduction made thereby
shall take effect, and not before. A duly certified copy of such articles of
reduction from the records of the State Tax Commission or the Circuit
or Superior Court shall be evidence of the reduction made thereby. The
recording by the State Tax Commission of the articles of reduction shall be
conclusive evidence of the payment of the recording fees required by law
to be paid to it, except in a direct proceeding by the State.

(4) If such reduction is to be made by changing the wording of the
charter, it shall be made by amendment, except that, in lieu of articles of
amendment, articles of amendment and reduction, setting forth the matters
required to be set forth in articles of amendment and articles of reduction,
shall be executed, acknowledged, verified and recorded, including payment
of the same recording fees, prescribed with respect to articles of amend-
ment, and with the effect of articles of amendment and articles of reduc-
tion.

(5) Any shares of stock retired by reduction of the issued amount of
capital stock shall thereafter have the status of authorized but unissued
capital stock of the corporation and, until the classification thereof shall
have been changed shall retain the classification obtaining before such
retirement; provided, however, that, if under the charter the shares so
retired may not be reissued, the authorized capital stock of the class to
which such shares belong shall be deemed to have been reduced by the
number of shares of such stock so retired.

(6) A reduction in the amount of the issued capital stock heretofore or
hereafter made may be made the basis of distributions or payments to
stockholders and of releases of the liability of stockholders whose shares
have not been fully paid, to the extent of any surplus thereby created
provided the assets of the corporation remaining immediately after such
distributions or payments or releases shall be not less than the debts of the
corporation plus the amount of its issued capital stock as reduced. If
any such reduction is made the basis of distributions or payments which
reduce the assets of the corporation to an amount less than its debts plus
the amount of its issued capital stock as reduced, the stockholders shall
severally be and remain liable to the corporation or its receiver, trustee or
other person winding up its affairs to the extent of the excessive distribu-
tions or payments to them respectively for the debts of the corporation
existing at the time of such reduction.

(7) Except in the case of shares subject to redemption retired by pur-
chase for retirement under paragraph (2) of Section 50 or by redemption,
no reduction of the issued amount of capital stock shall be made except in
the manner provided and subject to the provisions of this section.