General Assemblies Between the Board of Directors and Members: Winner and Loser

Written by Dr. Hamada Al-Antably

Anyone following social media over the past few days will find a state of anger among the members of the Smouha Club General Assembly following the club’s announcement of new membership renewal prices. Some General Assembly members even launched appeals to the Administrative Control Authority, while others insisted on the necessity of holding an extraordinary General Assembly to respond to the unjustified increase in membership renewal prices. In response, the club issued a statement clarifying that the approved increases were included on the agenda of the General Assembly that failed to achieve quorum. According to the law, this lack of quorum is considered a mandate for the Board of Directors to make whatever decisions it sees fit regarding the agenda items, as well as approval of the final account for the past year and the proposed budget for the new year, which in turn are referred to the Central Auditing Organization for review under the law as well.

The point to observe in this crisis is that club boards of directors always bet on the low awareness of General Assemblies and their inability to unite on an opinion, or even their desire to exercise their rights in holding the board accountable and discussing its plan, budget, and spending allocations. In the end, the board of directors wins the bet. The crux of the matter when fines for attending General Assemblies were canceled was the belief of boards of directors that what makes a member attend a General Assembly is the fine, rather than their right to exercise their oversight role and their duty to preserve their rights and the rights of their children inside the club. How many decisions have been passed this way, with the General Assembly member being absent yet present?

Dear General Assembly member, if you realized that you are the ultimate rightful owner of the club, that you are the one who grants authority to the boards of directors and have the right to withdraw it from them, and that the boards of directors are individuals to whom you entrusted the management of club affairs rather than gods or owners of the club, you would have used your right to oversight and accountability. However, it is a match that the board of directors always wins because it knows that the General Assembly member either is unaware of their right or does not place the club on their priority list. As for that small minority who attend General Assemblies and have demands like foam carried by a flood, holding no value or opinion—so long as the legal quorum of the General Assembly is not met, there is no one listening.

By Dr. Hamada Al-Antably