MARVIN MANDEL, Governor

1561

OWN STOCK MAY RETIRE THEM ONLY BY A REDUCTION OF ITS
STATED CAPITAL.

(C) EFFECT OF RETIREMENT.

(1)   EXCEPT AS PROVIDED IN PARAGRAPH (2) OF
THIS SUBSECTION, IF A CORPORATION RETIRES SHARES OF ITS
OWN STOCK, THE SHARES HAVE THE STATUS OF AUTHORIZED BUT
UNISSUED STOCK AND, UNTIL THEIR CLASSIFICATION IS
CHANGED, RETAIN THE SAME CLASSIFICATION.

(2)    IF THE CHARTER OF THE CORPORATION
PROHIBITS THE REISSUANCE OF RETIRED STOCK, THE NUMBER OF
AUTHORIZED SHARES OF THAT PARTICULAR CLASS SHALL BE
CONSIDERED DECREASED BY THE NUMBER OF SHARES RETIRED.

REVISOR'S NOTE: Subsections (a) and (b) of this
section are new language derived without
substantive change from Art. 23, §33(a) and
(b).

Subsection (c) of this section is new language
derived without substantive change from Art.
23, §§33(c) and 36(a), which duplicate each
other.

Present §34(d) is deleted since its provisions
are covered by this section.

The specific provisions of the last sentence
of present §33(a) are deleted. They are
covered by subsection (b) of this section.

The only other changes are in style.

Sec. 3—212 provides for retirement of certain
shares in the case of a consolidation, merger,
or transfer of assets.

2-314. ANNUAL STATEMENT OF AFFAIRS.

(A)   CONTENTS OF STATEMENT.

THE PRESIDENT OR, IF PROVIDED IN THE BYLAWS, SOME
OTHER EXECUTIVE OFFICER OF EACH CORPORATION SHALL PREPARE
ANNUALLY A FULL AND CORRECT STATEMENT OF THE AFFAIRS OF
THE CORPORATION, TO INCLUDE A BALANCE SHEET AND A
FINANCIAL STATEMENT OF OPERATIONS FOR THE PRECEDING
FISCAL YEAR.

(B)   DISPOSITION OF STATEMENT.

THE STATEMENT OF AFFAIRS SHALL BE SUBMITTED AT THE
ANNUAL MEETING OF STOCKHOLDERS AND, WITHIN 20 DAYS AFTER