ALBERT C. RITCHIE, GOVERNOR. 741

holders of two-thirds of the shares of each class of stock out-
standing, including stock of any class to which the charter
purports to deny the right to vote, may purchase shares of
its own stock of any class. The holders of stock of any class
to which the charter of the corporation purports to deny the
right to vote shall be entitled to vote upon the adoption of any
amendment to such charter authorizing such corporation to
purchase shares of its own stock.

(4) Any shares of its own stock acquired by gift or be-
quest by any corporation of this State or purchased by it
out of its surplus or net profits may be held by such cor-
poration or sold or otherwise disposed of by it from time
to time for its corporate purposes. Any such shares so ac-
quired may be retired by resolution of the board of directors,
and if retired shall have the status of authorized but unissued
stock of the corporation and, until the classification thereof
shall have been changed, shall retain the classification ob-
taining before such retirement. No procedure for the reduc-
tion of the issued stock of the corporation shall be necessary
to effectuate such retirement.

(5) Any shares of its own stock purchased by any such
corporation, except when purchased out of its surplus or net
profits, shall be retired by reduction of the amount of issued
stock of the corporation in the manner provided by law. In
such case the articles of amendment reducing the amount of
issued stock of the corporation shall, in addition to other mat-
ters required by law, set forth the aggregate price paid or to be
paid by the corporation for the shares of stock thereby retired.

(6) The acquisition of its own stock by any such corpora-
tion, by gift, bequest or purchase, shall not release the liability
to the corporation, or to its receiver, trustee or other person
winding up its affairs, of any stockholders whose shares have
not been fully paid, for the payment of its liabilities existing
at the time of such acquisition or created prior to the retire-
ment of the stock so acquired by reduction of the amount of
issued stock of the corporation, in the manner provided by law.
In the case of the purchase of its own stock by a corporation,
except when purchased out of its surplus or net profits, the
stockholders selling their stock to the corporation shall be and
remain liable to the corporation, or to its receiver, trustee or
other person winding up its affairs, to the extent of the pay-
ments made to them therefor, for the payment of the liabilities
of the corporation existing at the time of such payments or