THEODORE R. MCKELDIN, GOVERNOR 295

(c) Any shares of its stock acquired by a corporation and
retired shall thereafter have the status of authorized but
unissued stock and, until the classification thereof is changed,
shall retain the classification obtaining before such retire-
ment; provided, however, that, if under the charter the stock
so retired may not be reissued, the authorized stock of the
class of which such shares are a part shall be deemed to have
been decreased by the number of shares of such stock so retired.

30. (Reduction of Stated Capital. ) (a) Unless otherwise
provided in the charter, the board of directors of any corpora-
tion of this State may authorize a reduction of stated capital
to be effected by retiring stock held by the corporation. The
corporation shall file articles of reduction, as provided in sub-
section (c) hereof.

(b) Any reduction of stated capital of any corporation of
this State, which is to be effected in any other manner, whether
with or without a charter amendment, shall be authorized in
the following manner:

(1) The board of directors shall adopt a resolution declar-
ing that the reduction and the charter amendment, if re-
quired, is advisable, and shall direct that the proposed reduc-
tion and amendment, if any, be submitted for action thereon
at either an annual or a special meeting of the stockholders.

(2) Notice stating that a purpose of the meeting will be
to take action upon the proposed reduction and the charter
amendment, if any, shall be given, as required by this Article,
to all stockholders of the corporation entitled to vote thereon.

(3) The proposed reduction and the charter amendment, if
any, shall be approved by the affirmative vote of two-thirds of
all the votes entitled to be cast thereon, or if two or more classes
are entitled to vote separately thereon, by two-thirds of each
class.

(c) If the reduction is to be effected without amending the
charter, the corporation shall file for record with the Com-
mission articles of reduction, accompanied by the fees pro-
vided by law. If the charter is to be amended, the corporation
shall file for record with the Commission articles of reduction
and amendment, accompanied by the fees provided by law.

(d) This section shall not be applicable to any case in
which the reduction of stated capital results from the retire-
ment of shares subject to redemption or from the cancellation
of convertible shares exchanged for the shares into which
they are convertible.