Governance Best Practices for Jamaican Community Boards

Governance is the word that gets used most often and understood least in Jamaican strata corporations and gated communities. Board members know they are supposed to “govern” their communities, but ask them what that means in practice and the answers vary wildly. Some think it means attending meetings. Others think it means enforcing parking rules. A few think it means making decisions that benefit their friends.

None of these captures the full picture. Governance is the framework through which a board exercises authority, makes decisions, manages resources, and accounts for its actions to the community it serves. Done well, it produces communities that are financially healthy, well-maintained, compliant with the law, and pleasant to live in. Done poorly, it produces conflict, deterioration, regulatory trouble, and declining property values.

When the Commission of Strata Corporations (CSC) audits registered strata corporations, 88% are found to have violated multiple bylaws. While some of these violations are financial, many are governance failures: improper meetings, undisclosed conflicts of interest, decisions made without authority, and records that do not exist.

With the Registration (Shared Community) Act 2026 extending regulatory oversight to gated communities — which previously operated in a legal grey area — the universe of community boards that need to get governance right is about to expand significantly.

This article goes beyond the basics of AGMs and bylaw enforcement to address the deeper governance disciplines that separate well-run boards from dysfunctional ones.

Understanding Fiduciary Duty

Every board member of a strata corporation or community management body has a fiduciary duty to the lot owners and the community. This is not a vague aspiration. It is a legal obligation with specific components.

Duty of Care

Board members must exercise the degree of care that a reasonably prudent person would exercise in similar circumstances. This means:

Making informed decisions. Before voting on any matter, board members should understand the issue, review available information, and ask questions. Voting without understanding what you are voting on is a failure of care.
Attending meetings. A board member who consistently misses meetings cannot fulfil their duty of care. The Registration (Strata Titles) Act establishes quorum requirements for a reason.
Seeking professional advice when needed. Boards are not expected to have expertise in law, accounting, engineering, or insurance. They are expected to know when to engage professionals who do.

Duty of Loyalty

Board members must act in the best interests of the corporation and its lot owners, not in their own personal interest. This means:

Never using board position for personal gain. Awarding contracts to your own company, securing preferential treatment for your unit, or using corporate information for personal advantage are all breaches of loyalty.
Disclosing conflicts of interest. Any situation where a board member’s personal interest could influence — or appear to influence — their decision-making must be disclosed before the decision is made.
Prioritising the community over individuals. What is best for the community is not always what is best for any individual resident, including the board member. This is a fundamental principle that many boards struggle with.

Duty to Act Within Authority

Board members can only exercise powers granted to them by the Registration (Strata Titles) Act, the strata plan, and the corporation’s by-laws. Decisions that exceed the board’s authority — such as committing to expenditures beyond approved limits or amending by-laws without the required proprietor vote — are invalid and potentially expose individual board members to personal liability.

The Business Judgment Rule

A concept that community boards would benefit greatly from understanding is the business judgment rule. While this principle originates in corporate law and has been most extensively developed in common-law jurisdictions such as the United States and the United Kingdom, its underlying logic is applicable to strata corporation governance in Jamaica, where boards exercise similar fiduciary functions.

The business judgment rule provides that a board’s decision will not be second-guessed by a court or regulator if the board can demonstrate that:

The decision was informed. The board made a reasonable investigation of the facts before deciding. They gathered relevant information, consulted professionals where appropriate, and considered available alternatives.
The decision was made in good faith. The board genuinely believed the decision was in the best interests of the corporation. There was no self-dealing, no hidden agenda, and no attempt to benefit one group of owners at the expense of others.
There was no conflict of interest. Board members who had personal interests in the outcome either disclosed those interests and recused themselves, or the conflict was immaterial.
The decision was rational. The board’s conclusion was one that a reasonable person could have reached based on the available information. It does not have to be the best possible decision — just a reasonable one.

This framework matters because boards face complex decisions where reasonable people can disagree: how much to spend on security, whether to upgrade the pool or the parking structure first, how aggressively to enforce delinquent accounts, whether to retain or replace the property manager. The business judgment rule protects boards that follow a sound decision-making process, even if the outcome is imperfect.

Conversely, boards that make decisions without adequate information, without disclosing conflicts, or without acting in good faith lose this protection.

Conflict of Interest Management

Conflicts of interest are inevitable in community governance. Board members are also lot owners. They may have businesses that could provide services to the corporation. They may have personal relationships with other owners involved in disputes. They may have strong opinions about projects that affect their particular unit more than others.

The issue is not that conflicts exist. The issue is how they are managed.

Adopt a Formal Conflict of Interest Policy

Every board should have a written policy that requires:

Disclosure before assuming a board position. Candidates for the board should reveal any personal or financial interests that could create conflicts. This includes business relationships, family connections to vendors, pending disputes with the corporation, and financial interests in properties that could be affected by board decisions.
Ongoing disclosure. Conflicts can arise after a board member takes office. The policy should require disclosure at the beginning of any board meeting where a matter affecting the member’s personal interests will be discussed.
Recusal from decision-making. When a conflict is disclosed, the affected board member should recuse themselves from discussion and voting on the matter. This should be noted in the meeting minutes.
Documentation. All disclosures and recusals should be recorded in writing and maintained as part of the corporation’s records.

Common Conflict Scenarios

Some situations that frequently arise in strata corporations and gated communities:

A board member’s relative operates the landscaping company under contract to the corporation
A board member owns multiple units and votes on matters that disproportionately affect multi-unit owners
A board member is in arrears on maintenance fees and participates in decisions about fee enforcement policy
A board member’s business provides professional services (legal, accounting, engineering) to the corporation
A board member has a personal dispute with another lot owner and participates in dispute resolution proceedings involving that owner

In each case, the obligation is the same: disclose, recuse, and document.

Decision-Making Frameworks

Too many board decisions are made informally — in parking lots, over phone calls, or through group chats — without proper process, documentation, or authority. This creates legal risk, accountability gaps, and proprietor distrust.

Decisions Belong in Board Meetings

Substantive decisions should be made at properly constituted board meetings with quorum present, after discussion is recorded in the minutes. This is not bureaucracy for its own sake. It is the mechanism that gives decisions legal authority and creates the record that protects the board if decisions are challenged.

The Registration (Strata Titles) Act and the corporation’s by-laws define how board meetings are convened, what constitutes quorum, and how decisions are recorded. Boards that bypass these requirements are making decisions that may not be legally binding.

Use a Structured Decision-Making Process

For significant matters — budgets, contracts, policy changes, capital projects, enforcement actions — the board should follow a consistent process:

Define the issue clearly. What exactly is the board being asked to decide?
Gather relevant information. What are the facts? What professional advice is needed? What are the financial implications?
Identify alternatives. What options are available? What are the pros and cons of each?
Discuss openly. Allow all board members and, where appropriate, affected lot owners to be heard.
Vote formally. Record the motion, the mover and seconder, the vote count, and any abstentions or recusals.
Document the rationale. The minutes should reflect not just what was decided, but why.

This process creates the evidentiary trail that satisfies the business judgment rule and demonstrates governance discipline to the CSC during inspections.

Distinguish Board Decisions from Owner Decisions

The Registration (Strata Titles) Act reserves certain decisions for lot owners rather than the board. Understanding this distinction is essential:

Board decisions include day-to-day management, operating budget approval (in some cases), vendor selection, enforcement of by-laws, and routine maintenance decisions.

Owner decisions requiring special or extraordinary resolutions include amendments to by-laws, approval of special assessments above defined thresholds, major alterations to common property, and decisions about the corporation’s legal structure.

Boards that make decisions reserved for lot owners are acting beyond their authority. Boards that defer routine management decisions to lot owner votes are abdicating their governance responsibility. Both extremes are problematic.

Board Roles and Responsibilities

Effective governance requires that board members understand their individual roles within the board structure. The Registration (Strata Titles) Act and most by-laws establish specific officer positions with defined responsibilities.

Chairperson (President)

The chairperson leads the board, chairs meetings, sets agendas, and serves as the primary point of contact between the board and the property manager. The chairperson does not have more authority than other board members in terms of voting power — they have a casting vote in case of a tie, but substantive decisions require collective action.

The chairperson’s most important function is ensuring that meetings are productive, decisions are properly documented, and the board operates within its authority.

Treasurer

The treasurer oversees the corporation’s financial management, reviews financial statements, works with the property manager and accountant to prepare budgets, and presents financial information to lot owners. The treasurer should have sufficient financial literacy to understand balance sheets, income statements, and cash flow projections.

The treasurer does not personally handle the corporation’s money — that is a control weakness. Rather, the treasurer provides oversight of those who do.

Secretary

The secretary is responsible for maintaining the corporation’s records, including meeting minutes, correspondence, and official documents. Accurate minutes are not a formality. They are the legal record of the board’s decisions and the primary evidence of governance compliance during CSC inspections.

General Board Members

Members without officer roles share equally in the board’s collective fiduciary duty. They are expected to attend meetings, participate in discussions, vote on matters before the board, and contribute to committee work as appropriate.

A board member who attends meetings but never reads materials, never asks questions, and always votes with the majority without independent thought is not fulfilling their duty of care.

Transparency as a Governance Principle

Transparency is not just about financial disclosure. It extends to every aspect of how the board operates.

Open Board Meetings

As a best practice, board meetings should be open to lot owners as observers, except when the board meets in executive session to discuss matters requiring confidentiality (such as legal strategy, personnel matters, or specific delinquent accounts). While not a specific requirement under the Registration (Strata Titles) Act, allowing owners to know when meetings are held, attend as observers, and address the board on matters of concern — typically through an open forum at the beginning or end of each meeting — builds trust and reduces the adversarial dynamic that undermines many communities.

Access to Records

Lot owners should have reasonable access to the corporation’s records, including budgets, financial statements, board meeting minutes, contracts, and governance documents. Boards that restrict access without legitimate reason create an environment of suspicion and conflict.

Communication

The board should communicate proactively with lot owners — not just when there is a crisis or a fee increase to announce. Regular updates, even brief ones, about what the board is working on, what decisions have been made, and what issues are coming up build confidence and reduce the adversarial dynamic that characterises too many communities.

Governance and Compliance

Good governance and regulatory compliance are not the same thing, but they are deeply connected. A board that follows governance best practices will find compliance straightforward. A board that does not will find compliance a constant source of stress.

The Registration (Strata Titles) Act imposes specific governance obligations: holding AGMs, filing annual returns (Forms 13A, 13B, 13C within 120 days of financial year end), maintaining proper records, and operating within the by-laws. The CSC can inspect with at least 3 months’ advance written notice, and what they look for is evidence of disciplined governance — records, minutes, financial statements, insurance certificates, and compliance with procedural requirements.

Boards that embed governance best practices into their routine operations do not need to prepare for inspections. They are always ready.

Continuous Improvement

Governance is not a static achievement. It requires ongoing learning, adaptation, and self-assessment. Boards should periodically evaluate their own performance: Are meetings productive? Are decisions well-informed? Are records complete? Is communication adequate? Are conflicts of interest being managed properly?

Incoming board members should receive orientation on their roles, the corporation’s governing documents, current financial position, and pending issues. Outgoing board members should ensure proper handover of knowledge and records.

The communities that thrive — the ones with stable property values, satisfied residents, and clean compliance records — are the ones governed by boards that take these disciplines seriously. Not because a regulator forces them to, but because they understand that good governance is the foundation on which everything else depends.

FiWi Community supports strata corporations and gated communities with tools for governance, compliance management, and community operations. To explore how FiWi can support your board’s governance objectives, visit fiwi.community.