786 ARTICLE 23 .

not be diminished save as provided in this article. Peninsula Trust Co. v. Johnson,
128 Md. 539.

As to the calling in and cancellation of the stock of an insurance, safe deposit or
fidelity company, see sec. 149.

See sec. 82.

See notes to secs. 43 and 403.

Reductions of Issued Capital Stock.

An. Code, 1924, sec. 32. 1912, sec. 28. 1904, sec. 87. 1888, sec. 79. 1870, ch. 310. 1908,

ch. 240, sec. 28. 1916, ch. 596, sec. 28. 1931, ch. 480, sec. 32. 1937, ch. 504,

sec. 32. (p. 1061). 1939, ch. 664, sec. 32.

32. Every corporation of this State, heretofore or hereafter incorpo-
rated, may from time to time reduce the amount of its issued capital stock
in the following manner and subject to the following provisions:

(1) If such reduction is to be made without changing the wording of
the charter, it shall be advised by the board of directors and authorized
by the stockholders in the manner and by the vote required for the adoption
of an amendment to the charter, except that the board of directors, without
a vote of the stockholders, may authorize a reduction which is to be effected
by retiring shares held by the corporation. Articles of reduction setting
forth such reduction and stating that the same has been advised by the
board of directors and authorized by the stockholders, or authorized by the
board of directors as the case may be, shall be executed, acknowledged,
verified and recorded in the manner, including payment of the same record-
ing fees, prescribed with respect to articles of amendment.

(2) The articles of reduction shall set forth: (a) the method of effecting
the reduction; (b) the amount of issued capital stock prior to the reduction
and, if divided by classes, the amount of each class; (c) the amount of
the reduction of the issued capital stock, and, if the amount of issued capi-
tal stock is divided by classes, the amount of the reduction of each class;
and (d) the amount of issued capital stock as reduced and, if the amount
of issued capital stock is divided by classes, the amount of each class as
reduced. In the case of stock without par: value, the issued amounts to be
set forth shall be as determined in accordance with the provisions of para-
graph (2) of Section 43, adjusted to accord with any increases or reduc-
tions made subsequent to the issuance of such stock.

(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 reduction.

(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