Okla. Stat. tit. 18, § 18-1079

REDUCTION OF CAPITAL

A. A corporation, by resolution of its board of directors, may

reduce its capital in any of the following ways:

1. By reducing or eliminating the capital represented by shares

of capital stock which have been retired; or

2. By applying to an otherwise authorized purchase or

redemption of outstanding shares of its capital stock some or all of

the capital represented by the shares being purchased or redeemed,

or any capital that has not been allocated to any particular class

of its capital stock; or

3. By applying to an otherwise authorized conversion or

exchange of outstanding shares of its capital stock some or all of

the capital represented by the shares being converted or exchanged,

or some or all of any capital that has not been allocated to any

particular class of its capital stock, or both, to the extent that

such capital in the aggregate exceeds the total aggregate par value

or the stated capital of any previously unissued shares issuable

upon such conversion or exchange; or

4. By transferring to surplus:

a. some or all of the capital not represented by any

particular class of its capital stock; or

b. some or all of the capital represented by issued

shares of its par value capital stock, which capital

is in excess of the aggregate par value of such

shares; or

c. some of the capital represented by issued shares of

its capital stock without par value.

B. Notwithstanding the other provisions of this section, no

reduction of capital shall be made or effected unless the assets of

the corporation remaining after such reduction shall be sufficient

to pay any debts of the corporation for which payment has not been

otherwise provided. No reduction of capital shall release any

liability of any shareholder whose shares have not been fully paid.