Sec. 2. (a) A corporation may acquire its own shares. Unless a resolution of the board of directors or the corporation’s articles of incorporation provide otherwise, shares so acquired constitute authorized but unissued shares.

     (b) If the articles of incorporation prohibit the reissue of acquired shares, the number of authorized shares is reduced by the number of shares acquired, effective upon amendment of the articles of incorporation.

     (c) Articles of amendment for purposes of subsection (b) may be adopted by the board of directors without shareholder action, shall be delivered to the secretary of state for filing, and shall set forth:

(1) the name of the corporation;

(2) the reduction in the number of authorized shares, itemized by class and series; and

(3) the total number of authorized shares, itemized by class and series, remaining after reduction of the shares.

     (d) A corporation has authority to use, hold, acquire, cancel, and dispose of treasury shares (as defined in prior law).

     (e) Unless the board of directors adopts an amendment to the corporation’s articles of incorporation to reduce the number of authorized shares, treasury shares of the corporation that are cancelled shall be treated as authorized but unissued shares.

As added by P.L.149-1986, SEC.11. Amended by P.L.107-1987, SEC.6.