Section 10-2B-6.32

Cancellation of reacquired shares.

(a) A corporation may at any time, by resolution of its board of directors, and without shareholder action:

(1) Cancel all or any part of the shares of the corporation reacquired by it other than shares the reissuance of which is prohibited by the articles of incorporation, and in such event a statement of cancellation shall be filed under this section; or

(2) File a statement of cancellation with respect to shares the reissuance of which is prohibited by the articles of incorporation.

(b) The statement of cancellation shall be executed by the corporation and delivered to the probate judge for filing. The statement shall set forth:

(1) The name of the corporation;

(2) The number of reacquired shares canceled by resolution duly adopted by the board of directors, itemized by classes and series, and the date of its adoption;

(3) The aggregate number of issued shares, itemized by classes and series, after giving effect to the cancellation; and

(4) If the articles of incorporation provide that any portion of the canceled shares shall not be reissued, the number of shares which the corporation will have authority to issue itemized by classes and series, after giving effect to the cancellation.

(c) Upon the filing of a statement of cancellation with respect to shares other than shares whose reissuance was prohibited by the articles of incorporation, the shares so canceled shall constitute authorized but unissued shares. The filing of a statement of cancellation with respect to shares the reissuance of which was prohibited by the articles of incorporation shall constitute an amendment of the articles of incorporation reducing the number of shares of the class of shares so canceled that the corporation is authorized to issue by the number of shares so canceled.

(Acts 1994, No. 94-245, p. 343, §1.)