§ 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.