A Board Member's Guide to Running a Legal AGM in Jamaica

The annual general meeting is the single most important governance event for a strata corporation. It is where budgets are approved, executive committees are elected, by-laws are amended, and the corporation’s direction for the coming year is set. It is also where most corporations accumulate the compliance failures that show up during CSC inspections.

Missing AGM minutes is one of the top violations found when the Commission of Strata Corporations audits registered corporations. Without properly documented meetings, the corporation cannot demonstrate that it has been governed according to the Registration (Strata Titles) Act. Annual returns filed without AGM records are incomplete. By-law amendments passed without documented votes are unenforceable. Executive committee elections held without proper process are vulnerable to challenge.

Running a legal AGM is not complicated. But it requires attention to procedure at every step — from the notice sent before the meeting to the minutes filed afterward.

Before the Meeting

Scheduling

The AGM must be held within the timeframe specified by the corporation’s by-laws. Most corporations hold their AGM within a set period after the end of the financial year, allowing time for financial statements to be prepared.

Notice

Every proprietor must receive adequate notice of the meeting. The notice must include the date, time, location (or virtual meeting details), and agenda. The CSC provides official templates for both electronic AGM notices and in-person AGM notices. Using these templates ensures the notice contains all required information.

Notice should be distributed through a method that can be documented. Email with read receipts, registered mail, or a platform with delivery confirmation all provide evidence that notice was given. Slipping a piece of paper under someone’s door without documentation is a compliance risk.

Proxy Forms

Proprietors who cannot attend in person have the right to appoint a proxy to vote on their behalf. The CSC provides an official Proxy Form Template. Proxy appointments must follow prescribed procedures:

• The proxy form must be completed and submitted before the meeting
• The proxy must be a person authorised to attend the meeting
• The corporation should maintain a record of all proxy appointments received

Proxy management is frequently mishandled. Forms are lost, not collected in advance, or not properly verified before votes are counted. Each of these failures creates a governance vulnerability.

Financial Statements

The AGM agenda typically includes presentation and approval of financial statements. These must be prepared in advance, reviewed for accuracy, and made available to proprietors. Presenting financials for the first time at the meeting, without prior distribution, generates confusion and erodes trust.

During the Meeting

Quorum

Before any business can be conducted, quorum must be verified. The by-laws specify the quorum requirement — typically a minimum percentage of proprietors (or unit entitlements) present in person or by proxy.

Document the quorum count at the beginning of the meeting. Record the number of proprietors present in person, the number represented by proxy, and the total unit entitlements represented. If quorum is not met, the meeting cannot proceed with binding business.

Agenda

A structured agenda keeps the meeting focused and ensures all required business is addressed. A typical AGM agenda includes:

1. Call to order and quorum verification
2. Approval of previous AGM minutes
3. Executive committee report — summary of the year’s activities and decisions
4. Financial statements — presentation and approval of income and expenditure accounts
5. Budget approval — proposed budget for the coming year, including contribution rates
6. Insurance — review of building insurance coverage
7. Executive committee elections — election of committee members for the coming term
8. By-law amendments — if any are proposed
9. Special resolutions — any matters requiring formal votes
10. Open floor — questions and discussion from proprietors
11. Adjournment

Recording Minutes

This is where most corporations fail. Minutes must capture:

• Date, time, and location of the meeting
• Attendance — who was present in person and who was represented by proxy
• Quorum verification — confirmation that quorum was achieved
• Business transacted — summary of each agenda item discussed
• Motions and resolutions — the exact text of each motion, who proposed and seconded it, and the result
• Vote counts — for resolutions requiring specific thresholds (75% for First Schedule by-law amendments, majority for Second Schedule), the actual vote count must be recorded
• Election results — names of executive committee members elected and roles assigned
• Action items — any decisions requiring follow-up

Minutes do not need to be a verbatim transcript. They need to be an accurate record of what was decided and how. A structured template helps ensure nothing is missed.

Voting Thresholds

The Registration (Strata Titles) Act specifies different voting thresholds for different types of business:

• First Schedule by-law amendments (fundamental governance matters): require a 75% resolution from paid-up proprietors
• Second Schedule by-law amendments (operational matters): require a majority resolution
• Dissolution of a strata plan: requires a unanimous resolution

When a vote is taken, record the number of votes in favour, the number against, and any abstentions. Calculate whether the required threshold was met. This arithmetic must be documented — it is the evidence that the resolution was properly passed.

By-Law Amendments

If the AGM passes any by-law amendments, these must be lodged with the National Land Agency before they take effect. This is a step that many corporations overlook. A by-law amendment that is voted on but never lodged has no legal force. The corporation cannot enforce it, and it will not withstand challenge.

After the Meeting

Distribute Minutes

Minutes should be distributed to all proprietors within a reasonable timeframe after the meeting. This ensures transparency and allows proprietors who were not present to understand what was decided.

Update Executive Committee Records

If the committee composition changed at the AGM, update all records immediately. This includes the membership list maintained for the CSC, bank signatories, platform access permissions, and any other records that reference committee members.

File Annual Returns

AGM minutes and financial statements are required components of the annual returns (Forms 13A, 13B, 13C) that must be filed with the CSC within 120 days of the financial year end. If the AGM has been held and documented properly, assembling the annual returns is straightforward. If the AGM was not documented, the returns cannot be completed.

Lodge By-Law Amendments

If any by-law amendments were passed, lodge them with the National Land Agency promptly. Do not wait until the next AGM or until someone remembers. Unlodged amendments are unenforceable.

Act on Resolutions

Resolutions passed at the AGM are mandates from the membership. The executive committee is responsible for implementing them. Track each resolution and its implementation status. Report progress at subsequent committee meetings and at the next AGM.

Common Mistakes

No minutes taken. Someone was supposed to take minutes but did not. The meeting happened, decisions were made, and none of it was documented. This is the most damaging compliance failure — and the most common.

Minutes not distributed. Minutes were taken but never shared with proprietors. Transparency requires distribution. It also ensures errors can be corrected while memories are fresh.

No quorum verified. The meeting proceeded without confirming quorum. Decisions made without quorum may not be binding.

Proxy forms not collected. Proxies were counted verbally but no forms were submitted. Without documentation, proxy votes cannot be verified after the fact.

Resolutions recorded without vote counts. The minutes say a resolution “passed” but do not record how many voted for, against, or abstained. For resolutions requiring specific thresholds, this is insufficient.

By-law changes not lodged with NLA. The AGM voted to change the parking rules. The change was announced to residents. But it was never lodged with the National Land Agency. Legally, the old rules still apply.

Running Better Meetings with Technology

FiWi Community provides tools that address each of these common failures:

• Meeting scheduling and notice distribution — automated notices using proper templates, with delivery confirmation
• Attendance tracking — digital check-in that records who is present and verifies quorum automatically
• Proxy management — collect and verify proxy forms digitally before the meeting begins
• Structured minute templates — guided templates that prompt the secretary to record attendance, quorum, motions, vote counts, and resolutions
• Resolution tracking — record each resolution with its vote count and track implementation progress
• Document storage — minutes are stored centrally and accessible to all proprietors immediately after distribution

The AGM does not have to be the compliance liability it has become for most Jamaican strata corporations. With proper preparation, clear procedures, and the right tools, it can be what it is meant to be: the foundation of effective community governance.