296 LAWS OF MARYLAND [CH. 135

31. (Articles of Reduction. ) (a) The articles of reduction
shall set forth:

(1) The amount of stated capital prior to the reduction
and, if divided by classes, the amount of each class.

(2) The amount of the reduction of the stated capital and,
if divided by classes, the amount of each class.

(3) The method of effecting the reduction.

(4) The amount of stated capital as reduced and, if divided
by classes, the amount of each class.

(5) A statement that the reduction has been authorized by
the board of directors or advised by the board of directors
and approved by the stockholders, as the case may be.

(b) Articles of reduction and amendment shall set forth
the matters required to be set forth in articles of amendment
and in articles of reduction.

(c) The articles of reduction, or articles of reduction and
amendment, shall be signed and acknowledged in the name
and on behalf of the corporation by the president or a vice-
president, the corporate seal shall be affixed and attested by
the secretary or assistant secretary, and the matters and facts
set forth in said articles with respect to authorization or
approval shall be verified under oath by the chairman or the
secretary of the meeting at which the action was finally
authorized or approved.

32. (Effect of Reduction of Stated Capital. ) (a) Any
stock retired by a corporation shall thereafter have the status
of authorized but unissued stock and, until the classification
thereof is changed, shall retain the classification obtaining
before such retirement; provided, however, that if under the
charter the stock so retired may not be re-issued, the author-
ized 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.

(b) Any surplus arising from a reduction in the amount of
the stated capital shall be deemed to be capital surplus and
may be made the basis of distributions or payments to stock-
holders and of releases of the liability of stockholders whose
shares have not been fully paid, provided the net assets of the
corporation remaining after such distribution, payment or
release are at least equal to the aggregate preferential amounts
payable in the event of voluntary liquidation to the holders
of all shares having rights preferred to the rights of holders
of the shares receiving such distribution, payment or release.