ALBERT C. RITCHIE, GOVERNOR.                1197

(1)    If such reduction is to be made without changing the
wording of the charter, it shall be advised by the board of direc-
tors and authorized by the stockholders in the manner and by
the vote required for the adoption of an amendment to the char-
ter, 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 reduc-
tion 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 recording 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 capital 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.

(3)   When the articles of reduction, for which provision is
hereinbefore made, have been delivered to the State Tax Com-
mission with the recording fees, for which provision is herein-
before 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 pay-
ment 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 word-
ing 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 exe-
cuted, acknowledged, verified and recorded, including payment
of the same recording fees, prescribed with respect to articles
of amendment, and with the effect of articles of amendment
and articles of reduction.