MARVIN MANDEL, Governor

1551

OR FROM DIMINUTION IN THE VALUE OF ITS ASSETS, BUT ONLY
AFTER EARNED SURPLUS IS EXHAUSTED; OR

(2) ANY OTHER PROPER CORPORATE PURPOSE,

(B) DISCLOSURE TO STOCKHOLDERS.

AN APPLICATION OF CAPITAL SURPLUS UNDER SUBSECTION
(A) OF THIS SECTION SHALL BE DISCLOSED TO THE
STOCKHOLDERS OF THE CORPORATION IN ITS NEXT ANNUAL
REPORT.

REVISOR'S NOTE: This section presently appears as
Art. 23, §25.

Language in present Art. 23, §25 referring to
"operating or other losses" is deleted as
unnecessary, since a loss "however incurred"
covers these situations,

The only other changes are in style.

2-30 5. EXPENSES OF ORGANIZATION, REORGANIZATION, AND
FINANCING.

THE CORPORATION MAY PAY OR ALLOW OUT OF THE
CONSIDERATION RECEIVED BY IT FOR ITS STOCK, THE
REASONABLE CHARGES AND EXPENSES OF ITS ORGANIZATION OR
REORGANIZATION AND THE REASONABLE COMPENSATION FOR THE
SALE OR UNDERWRITING OF ITS STOCK, WITHOUT RENDERING
THE STOCK NOT FULL PAID AND NONASSESSABLE AND WITHOUT
IMPAIRING THE STATED CAPITAL.

REVISOR'S NOTE: This section presently appears as
Art. 23, §26.

The only changes are in style.

2-30 6. REDUCTION OF STATED CAPITAL.

(A)       RETIREMENT OF SHARES.

UNLESS THE CHARTER PROVIDES OTHERWISE, IF STATED
CAPITAL IS REDUCED BY RETIRING STOCK HELD BY THE
CORPORATION, THE BOARD OF DIRECTORS MAY APPROVE THE
REDUCTION WITHOUT STOCKHOLDER ACTION.

(B)   OTHER REDUCTIONS.

(1) EXCEPT AS PROVIDED IN SUBSECTION (A) OF
THIS SECTION, A REDUCTION OF STATED CAPITAL OF A
CORPORATION, WHETHER TO BE EFFECTED WITH OR WITHOUT A
CHARTER AMENDMENT, SHALL BE APPROVED IN THE MANNER
PROVIDED IN THIS SUBSECTION.