Where must the denial of a stockholder's right to vote be specified for it to be valid?

The denial of a stockholder's right to vote must be specified in the articles of incorporation and the certificate of stock to be considered valid. This is because the articles of incorporation serve as the foundational document of the corporation, outlining its structure, purpose, and governance, including the rights attached to different classes of stock. The certificate of stock, which is issued to stockholders, represents their ownership in the corporation and specifies the rights associated with their shares, including voting rights.

If the articles of incorporation explicitly state certain conditions or restrictions on voting rights that apply to specific classes of stock or to particular shareholders, these must be adhered to in order for a denial of voting rights to stand legally. This ensures transparency and consistency regarding shareholder rights and prevents arbitrary or unjust disenfranchisement of stockholders.

In contrast, while by-laws or minutes of meetings may contain information about voting rights or procedures, they do not have the same foundational legal standing as the articles of incorporation and the certificate of stock. Financial statements are also unrelated to the stipulation of voting rights, as they pertain primarily to the financial performance and position of the corporation, rather than governance matters.