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.
Structure New York Laws
602 - Meetings of Shareholders.
603 - Special Meeting for Election of Directors.
605 - Notice of Meetings of Shareholders.
607 - List of Shareholders at Meetings.
610 - Selection of Inspectors at Shareholders' Meetings.
611 - Duties of Inspectors at Shareholders' Meetings.
612 - Qualification of Voters.
613 - Limitations on Right to Vote.
615 - Written Consent of Shareholders, Subscribers or Incorporators Without a Meeting.
616 - Greater Requirement as to Quorum and Vote of Shareholders.
617 - Voting by Class or Classes of Shares.
619 - Powers of Supreme Court Respecting Elections.
620 - Agreements as to Voting; Provision in Certificate of Incorporation as to Control of Directors.
621 - Voting Trust Agreements.
623 - Procedure to Enforce Shareholder's Right to Receive Payment for Shares.
624 - Books and Records; Right of Inspection, Prima Facie Evidence.
625 - Infant Shareholders and Bondholders.
628 - Liability of Subscribers and Shareholders.
629 - Certain Transfers or Assignments by Shareholders or Subscribers; Effect.
630 - Liability of Shareholders for Wages Due to Laborers, Servants or Employees.