Our bylaws specifically state how a modification can be made to those same by-laws, how elections are held, what decisions the board can make and which require general meeting approval - sounds like everything except for how to conduct the meeting itself. Maybe you could suggest modifying your bylaws to include some of the things that concern you.
I currently serve on a board with very honest, trustworthy parents. THey have great intentions, but no one seems concerned about following proper procedure when it comes to things like conducting meetings or voting--my concern here being that the board votes on most issues, but does not bring it to the membership for vote (such as a change in by-laws, adding new positions to the board, changes in budget after it has been approved) Am I just being picky to want these things, or am I right in thinking that there is potential for a lot of trouble? THese are great people and I don't want to see personal reputations hurt if someone begings to question how we conduct our business. Also, could thing effect our application for non-profit status?