§ 620. Agreements as to voting; provision in certificate of

incorporation as to control of directors.

(a) An agreement between two or more shareholders, if in writing and
signed by the parties thereto, may provide that in exercising any voting
rights, the shares held by them shall be voted as therein provided, or
as they may agree, or as determined in accordance with a procedure
agreed upon by them.

(b) A provision in the certificate of incorporation otherwise
prohibited by law because it improperly restricts the board in its
management of the business of the corporation, or improperly transfers
to one or more shareholders or to one or more persons or corporations to
be selected by him or them, all or any part of such management otherwise
within the authority of the board under this chapter, shall nevertheless
be valid:

(1) If all the incorporators or holders of record of all outstanding
shares, whether or not having voting power, have authorized such
provision in the certificate of incorporation or an amendment thereof;
and

(2) If, subsequent to the adoption of such provision, shares are
transferred or issued only to persons who had knowledge or notice
thereof or consented in writing to such provision.

(c) A provision authorized by paragraph (b) shall be valid only so
long as no shares of the corporation are listed on a national securities
exchange or regularly quoted in an over-the-counter market by one or
more members of a national or affiliated securities association.

(d) (1) Except as provided in paragraph (e), an amendment to strike
out a provision authorized by paragraph (b) shall be authorized at a
meeting of shareholders by (A) (i) for any corporation in existence on
the effective date of subparagraph (2) of this paragraph, two-thirds of
the votes of the shares entitled to vote thereon and (ii) for any
corporation in existence on the effective date of this clause the
certificate of incorporation of which expressly provides such and for
any corporation incorporated after the effective date of subparagraph
(2) of this paragraph, a majority of the votes of the shares entitled to
vote thereon or (B) in either case, by such greater proportion of votes
of shares as may be required by the certificate of incorporation for
that purpose.

(2) Any corporation may adopt an amendment of the certificate of
incorporation in accordance with the applicable clause or subclause of
subparagraph (1) of this paragraph to provide that any further amendment
of the certificate of incorporation that strikes out a provision
authorized by paragraph (b) of this section shall be authorized at a
meeting of the shareholders by a specified proportion of votes of the
shares, or votes of a particular class or series of shares, entitled to
vote thereon, provided that such proportion may not be less than a
majority.

(e) Alternatively, if a provision authorized by paragraph (b) shall
have ceased to be valid under this section, the board may authorize a
certificate of amendment under section 805 (Certificate of amendment;
contents) striking out such provision. Such certificate shall set forth
the event by reason of which the provision ceased to be valid.

(f) The effect of any such provision authorized by paragraph (b) shall
be to relieve the directors and impose upon the shareholders authorizing
the same or consenting thereto the liability for managerial acts or
omissions that is imposed on directors by this chapter to the extent
that and so long as the discretion or powers of the board in its
management of corporate affairs is controlled by any such provision.

(g) If the certificate of incorporation of any corporation contains a
provision authorized by paragraph (b), the existence of such provision
shall be noted conspicuously on the face or back of every certificate
for shares issued by such corporation.