§ 44. Voting by members. Except as otherwise provided in this chapter
and section two hundred fifty-eight-l of the agriculture and markets
law, each member shall be entitled to one vote only. Vote by proxy shall
be permitted only to the extent provided by the by-laws which are
consistent with the provisions of this chapter, provided, however, vote
by proxy may not be utilized where the certificate of incorporation
permits proportionate or unequal voting. Except as otherwise required by
this chapter or by the by-laws, directors shall be elected by a
plurality of the votes cast at a meeting by the members entitled to vote
in the election.