Section 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.