Posted:
You raised (by default) a few issues, which you did not question. First, reviewing and voting on contracts which are IN place and budgeted for the fiscal year, is the responsibility of the board. It is NOT the responsibility of the membership to "micro-manage" the board's decisions, and the community's affairs. For example if you have a management company ("mc") and there are budget or line item funds dedicated to this - the only time that membership should be involved in this are if you decided to move to self-management (and some governing doc's have language which spell out what "triggers" this, what must occur as a result, and what the membership's roles would be); if you decided to hire a tennis pro to teach residents how to volley (extreme hypothetical here), where the funds were NOT dedicated in the annual budget; or if there were any other expenditure where you did not have budgetfunds, and you were, or needed to alter the assessments paid by membership, to effect the requested item.
If membership elected you, and did not like your decisions, then they can recall any member of the board that they feel is not performing to the community's standards. It does not give the right to owners to "micro-manage" the board's decisions. This might sound harsh, but if you have that much time to dedicate to "micro-managing" then you have enough time to volunteer to be an active participant of the board, committee, etc. Now if the board is making bad decisions, then the membership has the RIGHT to get together and oust them. I have mentioned here before, sometimes a grenade will work just as fine, rather than using the "nuclear" option to achieve your goals. Find out WHY your neighbors do not like the board's decisions, and work to either correct, find middle ground, or fully explain to them (convince them) why this decision was made, and more importantly, why it is BENEFICIAL to the WHOLE community. Might be a challenge, but that is why you were elected.
On question #1 - "who sets date/time..." The board, should be the body which establishes this, in accordance with stipulations mandated in the gov doc's. FOLLOW THOSE DOC's, and THEIR REQUIREMENTS TO THE LETTER.
On question #2 - "conducted like any other meeting..." Yes, minutes and the specified quorum for such a meeting are REQUIRED. I make this distinction because in some governing doc's there is specific criteria/language for "special" versus other types of meetings. FOLLOW THOSE DOC's, and THEIR REQUIREMENTS TO THE LETTER.
On question #3 - Not sure, without viewing the "before (current document) and the after (proposed language changes)." However will say this, most language which outlines "duties" is often broad, so as to NOT narrow or hinder performance. It is often written within a "scope" of duties, so that clear definitions between positions is emphasized - but not to limit positions if action is needed. Take a look at what the VP is allowed to do - which is often "conditional" to what the Presdident/or any officer has not performed, refuses to perform, etc. It should never be written to give "ultimate" power to one officer to make unilateral decisions - but a guideline for what is expected.
On question #4 - "67% to amend, 25% to open meeting..." The 25% requirement is to afford the minority owners who might have grievances to be always have the ability to be "heard." The 67% requirement to "amend" allows that the majority of the community, and not some small crafty bunch of members, has... a. been fully notified of the changes; b. agrees with changes and is willing to abide by them. FOLLOW THOSE DOC's, and THEIR REQUIREMENTS TO THE LETTER.
Questions for poster...
You stated "small number of members" well I would be concerned that any number of owners are considering such a rash action against their board to be important. While you are never going to please everyone, when you combine the the "disease" called "HOA apathy" to the equation, and you get the above type of response from members - I would be asking what is wrong with how things are managed first? What can be doing better, to get more and more members to understand "why" our decisions are the correct actions to better the WHOLE community.
Maybe they have valid complaints that are just not being heard, or that they do not fully understand the decisions being made that are affecting them in this apparent adverse manner. Example, from my community, we have some residents who are near waterways, and they have issues with "four legged, and many slimy bellied" critters running around. We have a grass height rule that owners on the other side of community sometimes feel is "jack-booted, tape measure wielding" maniacs trying to "find something wrong." Until we had one of the "adversely" affected neighors walk the other side with me. My wife doesn't hug me as tightly as she did when a 12 inch garter snake popped his head up from the grass to say "hi-di-ho neighbor." Suffice to say, she fully understood then why her neighbors on the "dark" side wanted and needed to have their grass standards regulated.
Do you have professional Legal advise for the HOA? Anytime governing doc's are changed, you need to make sure that you are not proposing changes which may violate your local, state, or federal laws, as related to HOA's (or however your community is designated). Also I would always have Legal eyes review amendments, resolutions, etc - for any concerns so that once ratified, we are not faced with a "correction" down the road. This is a serious and time consuming process, which can become something "more" than it was originally intended to be, if not handled properly.