§ 6013. Limitations on right to vote. The organization certificate may
provide, except as limited by section five thousand one, 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 authorize any action by the stockholders.