This Should Require a Referendum

Here is the "Amendment of Bylaws" section of our bylaws in full (emphasis added)

These Bylaws may be adjusted, amended or repealed in the following manner:
1. By a vote of the membership in which 50% of the members have voted. In order to change a Bylaw, 60% of those casting votes must approve. If a quorum is not met, the Board of Directors shall, by a simple majority, be able to direct a second election.
2. By the assent of the majority of the members of the corporation, as evidenced by their signatures on any petition or other document enumerating the Bylaws to be adjusted, amended, or repealed.
3. By a vote of the majority of a quorum at a member meeting duly called for the purposes of adopting, repealing or amending these Bylaws.
4. By two-thirds majority vote, or more, of the total number of the Board of Directors, providing that twenty-five days written notice is given to all voting members of the Board of Directors (this notice can be waived by the unanimous consent of the entire Board of Directors); provided further that any Bylaws fixing or changing the number of Directors may be adopted, amended or  repealed only in pursuance of sections 1 and 2 of this article; and provided that the adoption, amendment or repeal of any Bylaws by the Board of Directors shall be subject to the power of the members to change or repeal the Bylaws in the manner duly prescribed herein.

The clear intention of the existing bylaw is that Board shouldn't be able to change the composition of Board or dilute member voting rights without a member referendum. This is consistent with the primary FAQ informational sheet distributed to membership during the bylaw referendum in 2015:

Will the changes to the referendum affect how we change bylaws regarding the voting rights of members in the future?
No, the proposed Bylaw changes do not change the way in which bylaws regarding member rights may be changed. Any future changes will follow a process similar to the one we are currently using, with the same member quorum and approval thresholds. (Fun fact, membership approval of any bylaws affecting member rights is required by the California Corporations Code).

The proposal as written attempts to circumvent this requirement by combining two dramatic and unrelated changes to the composition of  Board: Eliminating the BSCAA rep, and replacing three seats with outside parties with no connection to the BSC. Each of these changes affects member voting rights and should be a membership-wide discussion - it's incredibly uncooperative to combine them into one proposal in order to short circuit that process.

Furthermore, the proposed amendment to V.B. directly usurps accountability of Board to membership. Even if V.A. remained unchanged, this novel mechanism for bypassing all existing checks and balances to remove elected Board Directors by simple majority vote, would require a member referendum.

New Proposal: Amendment to XIII.A.

To ensure this doesn't happen again, we call on Board to close the loophole it appears to be attempting to exploit:

These Bylaws may be adjusted, amended or repealed in the following manner:

1. By a vote of the membership in which 50% of the members have voted. In order to change a Bylaw, 60% of those casting votes must approve. If a quorum is not met, the Board of Directors shall, by a simple majority, be able to direct a second election.
2. By the assent of the majority of the members of the corporation, as evidenced by their signatures on any petition or other document enumerating the Bylaws to be adjusted, amended, or repealed.
3. By a vote of the majority of a quorum at a member meeting duly called for the purposes of adopting, repealing or amending these Bylaws.
4. By two-thirds majority vote, or more, of the total number of the Board of Directors, providing that twenty-five days written notice is given to all voting members of the Board of Directors (this notice can be waived by the unanimous consent of the entire Board of Directors); provided further that any Bylaws changing the eligibility criteria or election process for Directors, or fixing or changing the number of Directors , may be adopted, amended or repealed only in pursuance of sections 1 and 2 of this article; and provided that the adoption, amendment or repeal of any Bylaws by the Board of Directors shall be subject to the power of the members to change or repeal the Bylaws in the manner duly prescribed herein.

Image credit: Wiley Street Coop