PROCEDURES FOR REDUCTION OF STATED CAPITAL BY BOARD OF DIRECTORS

(a) If all or part of the stated capital of a corporation is represented by shares without par value, the stated capital of the corporation may be reduced in the manner provided by this section. (b) The board of directors shall adopt a resolution that: (1) states the amount of the proposed reduction of the stated capital and the manner in which the reduction will be effected; and (2) directs that the proposed reduction be submitted to a vote of the shareholders at an annual or special meeting. (c) Each shareholder of record entitled to vote on the reduction of stated capital shall be given written notice stating that the purpose or one of the purposes of the meeting is to consider the matter of reducing the stated capital of the corporation in the amount and manner proposed by the board of directors. The notice shall be given in the time and manner provided by this code for giving notice of shareholders' meetings. (d) The affirmative vote of the holders of at least the majority of the shares entitled to vote on the matter is required for approval of the resolution proposing the reduction of stated capital. (e) Upon the approval of the resolution by the shareholders, the stated capital of the corporation shall be reduced as provided in the resolution.