§ 612. Limitations on right to vote.

The certificate of incorporation or the by-laws may provide, either
absolutely or contingently, that the members of any class shall not be
entitled to vote, or it may limit or define the matters on, and the
circumstances in, which a member or a class of members shall be entitled
to vote, and, except as otherwise provided in this chapter, such
provisions of the certificate of incorporation or the by-laws shall
prevail, according to their tenor, in all elections and in all
proceedings, over the provisions of this chapter which authorize any
action by the members, but no such denial, limitation or definition of
voting rights shall be effective unless at the time one or more classes
of members, singly or in the aggregate, are entitled to full voting
rights.