2023 New York Laws › BSC - Business Corporation › Article 6 - Shareholders › 620 - Agreements as to Voting; Provision in Certificate of Incorporation as to Control of Directors.

§ 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.