Page:United States Statutes at Large Volume 68 Part 1.djvu/237

 68 S T A T. ]

PUBLIC LAW 389-JUNE 8, 1954

(7) a statement, expressed in dollars, of the amount of the stated capital and the amount of the paid-in surplus of the corporation before giving eflfect to such cancellation; (8) a statement, expressed in dollars, of the amount of the stated capital and the amount of the paid-in surplus of the corporation after giving effect to such cancellation. (b) Such statement shall be delivered to the Commissioners. If the Commissioners find that such statement conforms to law, they shall— (1) endorse on each of such duplicate originals the word "Filed", and the month, day, and year of the filing thereof; (2) file one of such duplicate originals in their office; (3) the other duplicate original shall be recorded in the office of the Recorder of Deeds. (c) Upon the filing of such statement by the Commissioners, the stated capital of the corporation shall be deemed to be reduced by that part of the stated capital which was, at the time of such cancellation, represented by the shares so canceled and the shares so canceled shall be deemed to be authorized but unissued shares. (d) Nothing contained in this section shall be construed to forbid a cancellation of shares or a reduction of stated capital in any other manner permitted by this Act. REDUCTION o r STATED CAPITAL I N CERTAIN CASES

SEC. 61. (a) The reduction of the stated capital of a corporation where such reduction is not accompanied by an exchange, reclassification, or cancellation of shares, or by a reduction in the par value of issued shares, or by a reduction of the number of authorized shares of any class below the number of issued shares of that class, or by a redemption and cancellation of shares, may be made in the following manner: (1) The board of directors shall adopt a resolution setting forth the amount of the proposed reduction and the manner in which the reduction shall be effected, and directing that the question of such reduction be submitted to a vote at a meeting of shareholders, which may be either an annual or a special meeting. (2) Written or printed notice, stating that the purpose or one of the purposes of such meeting is to consider the question of reducing the stated capital of the corporation, shall be given to each shareholder of record entitled to vote within the time and in the manner provided in this Act for the giving of notice of meetings of shareholders. (3) At such meeting a vote of the shareholders entitled to vote shall be taken on the question of the proposed reduction of stated capital, which shall require for its adoption the affirmative vote of the holders of at least a majority of the outstanding shares entitled to vote. (b) When a reduction of the stated capital of a corporation has been approved as provided in this section, a statement shall be executed in duplicate by the corporation by its president or a vice president, and verified by him, and the corporate seal shall be thereto affixed, attested by the secretary or an assistant secretary, which statement shall set forth— (1) the name of the corporation; (2) a copy of the resolution of the shareholders approving such reduction; (3) the total number of shares outstanding and the number of shares entitled to vote;

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