Ohio Code § 1701.31

§ 1701.31.

A corporation shall not take any action which will require or result in reduction

of the stated capital of each outstanding share with par value, to less than the par

value of such share.  Subject to such limitation and to such provisions as are set forth in the articles

or in any contract or obligation: (A) Whenever an outstanding redeemable share is redeemed by the corporation, or an outstanding

share is purchased or otherwise acquired by the issuing corporation (otherwise than

upon conversion, change, or exchange), the stated capital, if any, of the class to

which such redeemed, purchased, or acquired share belongs shall thereby be reduced

by an amount equal to the stated capital, if any, of such share; (B) Whenever an outstanding share is released from subscription, the stated capital,

if any, of the class to which such share belongs shall thereby be reduced by an amount

equal to the stated capital, if any, of such share; (C) Upon the exercise of conversion rights of convertible shares, the stated capital,

if any, of the corporation shall be reduced if and to the extent that the express

terms of such shares so provide; (D) The stated capital of the corporation shall be reduced or eliminated, in a manner

not inconsistent with section 1701.30 of the Revised Code , to the extent and in the manner that such reduction or elimination is provided for

in an amendment to the articles described in division (B)(8) of section 1701.69 of the Revised Code ; (E) The stated capital, if any, of a particular class of shares may also be reduced or

eliminated, in a manner not inconsistent with section 1701.30 of the Revised Code , by resolution adopted at a meeting of shareholders held for such purpose, by the

affirmative vote of the holders of two-thirds of the shares of each class, regardless

of limitations or restrictions in the articles on the voting rights of the shares

of any such class, or, if the articles so provide or permit, a greater or lesser proportion,

but not less than a majority of the shares of any class.