You are correct however that change of bylaws seem to require votes from all members (though, it is actually not 100% clear...). But Frieda actually voted, after the publication of the resolution. I updated the resolution on wmf site accordingly. Frieda opposed the resolution.
It would be interesting to hear from Frieda about her reasons for opposing (assuming she hasn't already said and I've just missed it). For the board to be unable to reach a consensus on such an important issue is very unfortunate.
Second, board reorganization has been a hot potatoe. Still is a hot potatoe actually. I may be in charge of the agenda of that meeting, I will probably no more be board member that day (I dunno if it will be at the beginning, in the middle or at the end. Probably pretty early on during the day). I am not very excited at the idea of telling the board "eh, here is a hot potatoe for the day, now, if you excuse me, I'll let you deal with it without me". Chance is that they will simply remove the item from the agenda ;) Seriously, I agree some of your points were correct and that the new bylaws require fixing and clarifications. I'll let the new chair handle that though ;-)
May the Flying Spaghetti Monster have mercy on their soul! Florence, get out while you can! Run!
Tango