Section 41C. Any corporation having authorized shares without par value may, at a meeting duly called for the purpose, by the vote of a majority of all its stock, or, if two or more classes of stock have been issued, of a majority of each class outstanding and entitled to vote, including in any event a majority of the outstanding stock of each class affected, change such shares or any class thereof into any number of shares with par value, or provide for the exchange thereof pro rata for any number of shares with par value; provided, that the preferences, voting powers, restrictions and qualifications of the outstanding shares so changed or exchanged shall not be otherwise impaired or diminished without the consent of the holders thereof; and provided, further, that the par value of each share having a par value shall be at least one dollar per share and that the total authorized capital stock of such corporation shall not be less than one thousand dollars for this purpose counting shares without par value as of a par value of one hundred dollars each; and provided, further, that the aggregate par value of shares becoming outstanding by virtue of such change or exchange shall not exceed the amount of capital shown on the balance sheet of the corporation with respect to the outstanding shares without par value so changed or exchanged, plus the amount of any surplus which by said vote is appropriated to capital in connection with such change or exchange.
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