N.Y. Business Corporation Law § 613: Limitations on right to vote

§ 613. Limitations on right to vote.

The certificate of incorporation may provide, except as limited by

section 501 (Authorized shares), either absolutely or conditionally,

that the holders of any designated class or series of shares shall not

be entitled to vote, or it may otherwise limit or define the respective

voting powers of the several classes or series of shares, and, except as

otherwise provided in this chapter, such provisions of such certificate

shall prevail, according to their tenor, in all elections and in all

proceedings, over the provisions of this chapter which authorizes any

action by the shareholders.