following language had been used: "the board of directors of such a corporation may reduce the amount of its capital stock and may reduce the nominal value of all the shares thereof" the meaning I now attribute to the sentence as worded would be clear and unquestioned, and yet it would be difficult to state wherein the sentence is changed in meaning by including or omitting the inserted words.

To my mind, the word "and" is more properly used to convey the meaning that both or either power may be exercised than is the word "or," which carries with it the meaning that either may be done separately, and not that moth powers may be exercised concurrently. It is, however, a well recognized rule of construction that "and" is often read "or," and "or" read "and." I therefore do not attribute great significance to the fact that in Section 8696 of the General Code, which provides that a corporation, under certain conditions and restrictions, "may increase its capital stock 'or' the number of shares into which it is divided," the word "or" is used. Under a very technical construction of this last section, a corporation could increase either its capital stock or the number of shares into which its capital stock is divided, but could never do both concurrently, which was obviously not the legislative intent.

I am informed that prior to the opinion of my predecessor, referred to, it had always been the practice to permit a reduction. in the capital stock of a corporation without reducing the nominal value of the stock shares, but by simply reducing the number of shares. This practice was in keeping with the natural interpretation of the language of the code and prior statutes, and it worked no hardship or wrong upon any stockholder, it impaired the rights of no creditor, and affected no interest of the public. If the rule followed by the 1914 opinion is followed it cannot fail to produce. absurd and rediculous situations. The resulting stock of a corporation may have a par value of fractional dollars, or even fractional cents, which would injure, if not destroy, its market value and complicate the bookkeeping of the corporation.

The most numerous instances of stock reduction are those where the corporation has unissued stock and for various reasons desires to make a reduction to that extent in its authorized stock. If a corporation must reduce the nominal value of all its shares it is no nearer a solution of its problem after filing a certificate of reduction than before, because it still has its unissued stock

with a reduction of the nominal value. In order, then, to get rid of all its unissued stock, the corporation would be obliged to reduce its capital stock by one hundred per cent. This construction of law, therefore, produces an unworkable rule in most instances where a reduction of the capital stock is desired. If, on the other hand, a construction be adopted which permits a reduction of the number of shares as an incident to the separate power to reduce the authorized capital stock, no difficulty is experienced in applying the law. If the amount by which its capital stock is reduced equals the amount of its unissued capital stock, which is the case in a majority of instances, it simply pushes out of existence such unissued stock. If a reduction is made which affects the issued stock, certificates showing fractional shares may be issued; or certificates showing shares of decreased valuation may be issued, at the option of the corporation.

I am not unmindful of the rule that merely because a provision of law is unworkable, or produces results not contemplated, by no means justifies a disregard of its plain meaning. Where an uncertainty exists as to the proper meaning of the language used by the legislature it is proper to consider and give weight to results and consequences which will follow each of the several possible constructions to which it is susceptible.

For the foregoing reasons I am, therefore, of the opinion that a corporation may reduce its capital stock without proportionately reducing the par value of all its shares of capital stock.

A Township Clerk Cannot be Elected as Clerk of the Board of Education of a Rural School District of Which He Is a NonResident.

No. 1133-(Opinion Dated December 31, 1915.) Hon. D. F. Mills, Prosecuting Attorney, Sidney, Ohio. Dear Sir: I have your letter under date of December 3, which is as follows:

"In Jackson township, Shelby county, Ohio, there are two school districts, namely, the Jackson Center village school district, and the Jackson township rural district. The Jackson township rural school district comprises all the territory in said township outside of the Jackson Center village school district. The township clerk resides in the territory included in the Jackson Center village school district; the board of edu cation of the Jackson township rural school district desires to appoint the township clerk as clerk of their board of education.

"I would like to have your opinion as to whether or not the fact that the township clerk does not reside in the district will disqualify him from serving as clerk of the township board of education."

Under provision of Section 4747, G. C., as amended in 104, O. L., 133, a person who may or may not be a member of the board of education may be elected as clerk of said board by the members thereof. Section 4774, G. C., provides that

"Before entering upon the duties of his office, the clerk of each board of education shall execute a bond in an amount and with surety to be approved by the board, payable to the state, conditioned for the faithful performance of all the official duties required of him."

Insofar as the compatibility of the two offices is concerned, the duties of township clerk in no way conflict with the duties of the office of clerk of the board of education of the township rural school district and it is interesting to note in this connection that under provision of Section 4747 G. C. as in force prior to its amendment in 104 Ohio Laws, the clerk of the township was exofficio clerk of the board of education of the township school district.

Your inquiry, however, is confined to the question as to whether or not the fact that the person, who holds the office of township clerk, is a non-resident of the Jackson township rural school district disqualifies such person from holding the office of clerk of the board of education of said school district.

Section 4 of Article XV of the constitution as adopted November 4, 1913, (103 O. L. 992) provides in part:

"No person shall be elected or appointed to any office in this state unless possessed of the qualifications of an elector." Under provision of Section 1 of Article V of the Constitution of Ohio, as modified by the fourteenth and fifteenth articles of amendments to the federal constitution, every male citizen of the United States, of the age of twenty-one years, who shall have been a resident of the state one year next preceding the election, and of the county, township or ward in which he resides, such time as may be provided by law, shall have the qualifications of an elector, and be entitled to vote at all elections.

Sections 4861, 4862 and 4863 of the General Code, as found in the chapter relating to the qualifications of electors, provides as follows:

Sec. 4861. "Every male citizen of the United States, who is of the age of twenty-one years or over, and possesses the qualifications in regard to residence hereinafter provided, shall be entitled to vote at all elections."

Sec. 4862. "Every woman, born in the United States or who is the wife or daughter of a citizen of the United States, who is over twenty-one years of age and possesses the necessary qualifications in regard to residence hereinafter provided for men shall be entitled to vote and to be voted for for member of the board of education and upon no other question."

Sec. 4863. "No person shall be permitted to vote at any election unless he shall have been a resident of the state for one year, resident of the county for thirty days, and, except as provided in the next section, resident of the township, village or ward of a city or village for twenty days next preceding the election at which he offers to vote."

Section 4864 G. C. provides that a person who is the head of a family and has resided in the state and in the county in which such township, village or ward of a city or village is situated the length of time required by the preceding section, and who bona fide removes with his family from a ward to another ward in such city or village, or from a ward of such city or village to a township or village in the same county, or from a township or village to a ward of a city or village in the same county, or from one township to another in the same county, shall have the right to vote in such township, village or ward of a city or village without having resided therein the length of time so prescribed by such section. Section 4865 G. C. provides that:

"Such voter so removing with his family from a township to a village or ward of a city or village in the same county shall not have the right to vote at any municipal election held in such city or village, unless he shall have resided therein twenty days prior to such municipal election."

Upon an examination of the above provisions of the constitution and statutes it will be observed that the right to vote at all elections in this state is limited to male citizens of the United States of the age of twenty-one years, who have been residents of this state for one year next preceding the election at which they desire to vote, and residents of their respective counties for thirty days and, except as provided in Section 4864 G. C., residents of their respective townships, villages or wards of a city or village for twenty days next preceding such election.

It will be noted, however, that while residence of the state and county and of a township or village, or ward of a city or vil

lage, for the respective lengths of time prescribed by the above provision of the statute, is a necessary qualification of an elector for the purpose of voting at any election, the above provisions of the constitution and statutes do not by their terms make residence of a school district a necessary qualification of an elector of such district.

Assuming, therefore, that the township clerk referred to in your inquiry has resided in the state and in the county and township mentioned in said inquiry the respective lengths of time required by the above provisions of the constitution and the statutes, it still remains to be determined whether the fact that he is a nonresident of Jackson township rural school district disqualifies him from serving as clerk of the board of education of such district.

Upon a careful consideration of the above provisions of the constitution taken in connection with the provisions of the statutes relating to the qualification of electors, the casting and counting of votes and the challenging of voters, I have reached the conclusion that the township clerk referred to in your inquiry is not eligible to the office of clerk of the board of education of said township rural school district for the reason that, not being a resident of said district, he is not a qualified elector thereof and is therefore disqualified from holding the office of clerk of said board of education under the above provision of section 4 of article XV of the constitution.

Section 4866 G. C. provides in part as follows:

"All judges of election, in determining the residence of a person offering to vote, shall be governed by the following rules, so far as they may be applicable:

1. That place shall be considered the residence of a person in which his habitation is fixed, and to which, whenever he is absent, he has the intention of returning."

Section 5055 G. C. provides:

*

"Each qualified elector shall vote at the polls of the precinct in which he has a legal residence, unless otherwise directed by special provision of law."

Section 5061 G. C. provides in part:

"If the person offering to vote is challenged as unqualified, one of the judges shall tender him the following oath: 'Do you swear that you will fully and truly answer all questions put to you, touching your place of residence and qualifications as an elector at this election?'

Third-If the person is challenged as unqualified on the ground that he is not a resident of the county or precinct