In the recent decision of Faichney v Fort McKay Métis Nation Association, released on June 5, 2026, the Court of King’s Bench of Alberta reviewed and confirmed the basic principle that when an individual serves as both an employee and an elected officer of a not-for-profit corporation (“NFP”), terminating their employment contract does not automatically remove them from the elected officer position. Instead, the mandatory process set out in the bylaw for the NFP for removal of elected officer must be followed.
The Fort McKay Métis Nation Association (the “Association”) represents the Fort McKay Métis Nation, holds title to lands in the Nation’s traditional territory, and provides services and benefits to community members. It is incorporated under Alberta’s Societies Act and is recognized as an “Indigenous Governing Body”. Mr. Felix Faichney (“Mr. Faichney”), a member of the Association, was elected by acclamation for a four-year term as Vice President and Councillor in April 2024.
The Association’s governance framework included several bylaws. Bylaw No. 1 established the Association’s elected council (“Council”) comprised of five Councillors, who each held Officer positions. Bylaw No. 2 set out the categories of memberships and membership rights. Bylaw No. 3 governed the elections of Councillors and their Oaths of Office. Bylaw No. 4 created a “Judicial Council”, an internal adjudicative dispute resolution body established to resolve community disputes in a manner that aligns with the community’s values.
After his election as Vice President and Councillor, Mr. Faichney swore an Oath of Office, agreed to abide by a Code of Conduct and also entered into an employment contract with the Association. The Code of Conduct contemplated disciplinary consequences where provisions in the Code of Conduct were not adhered to, including suspension or removal from council.
In 2025, Council received allegations that Mr. Faichney was in a conflict of interest situation and, soon afterwards, Council learned that Mr. Faichney had been charged with an indictable offence under the Criminal Code of Canada. Under Bylaw No.1, that charge required suspension without pay until the charge was resolved. After Mr. Faichney failed to respond to numerous attempts to contact him and failed to cooperate with a third-party investigation, the Association terminated his employment contract for cause.
The Association then took the position that termination of the employment contract also ended his status as an Officer, which in turn triggered section 14.11 of Bylaw No. 1 and automatically removed him from his role as Councillor.
Section 14.11of Bylaw No. 1 stated:
As all Officers are also Councillors, the removal or resignation of any Councillor in accordance with this Fort McKay Métis Nation Association Bylaw No. 1 shall also result in such Councillor resigning concurrently as an Officer, if applicable, and vice versa.
Shortly after the termination of Mr. Faichney’s employment contract, the Council publicly announced the Vice President vacancy and scheduled a byelection for October 2025. Mr. Faichney took the position that the announcement of the byelection was improper because he did not resign as Vice President and no removal process was initiated against him as Vice President in accordance with the mandatory removal process set out in sections 14.5 through 14.10 of Bylaw No. 1 (which included a Judicial Council complaint and a vote of the Special Assembly).
Mr. Faichney applied to the Association’s Judicial Council, seeking a declaration that he had been wrongfully removed and that he continued to hold office as Vice President and Councillor. The Judicial Council dismissed Mr. Faichney’s application without a hearing. Mr. Faichney then applied to the Court of King’s Bench of Alberta for a declaration that he remained Vice President and Councillor. Mr. Faichney took the position that the Association could not force the resignation of an elected Councillor and Vice President upon termination of their employment contract. The Association took the position that upon termination of Mr. Faichney’s employment, Mr. Faichney was automatically removed from his role as an Officer (Vice President), which under section 14.11 of Bylaw No 1 meant he was also automatically removed as a Councillor. Mr. Faichney argued this interpretation of Bylaw No. 1 was incorrect.
On the issue of whether the Court had jurisdiction to grant a declaration in this case, the Court held that while a declaration is a narrow remedy, it will intervene where an underlying legal right, such as a contract, is at stake. The Court found that following Mr. Faichney’s election as Councillor, his employment contract created a binding contract between him and the Association.
The Court noted that section 14.11 of Bylaw No.1 makes the relationship between Council positions and Officer positions reciprocal, such that if an individual is properly removed from one of those positions, they will automatically be removed from the other. However, the Court noted that terminating an employment contract is not a removal from an elected Officer position in accordance with Bylaw No.1. The Court stated that the Council did not have the ability to remove an elected Officer. Though the Council terminated Mr. Faichney’s employment contract, that contract was not the source of his ability to act as Vice President. He was elected to that role, and the employment contract was executed after his authority to occupy the Vice President position was established through his election. In this regard, the Court found that terminating the employment contract did not eliminate his authority to act in that Officer role, nor did it constitute an act sufficient to remove Mr. Faichney from that position.
On the issue of whether there was sufficient detriment or prejudice to establish an actionable claim, the Court held that the Association’s circumvention of the removal procedure under Bylaw No.1 violated Mr. Faichney’s right to fair procedure. The Court concluded that Mr. Faichney was entitled to a declaration that he remains the Vice President and Councillor of the Association, and that the procedure followed to remove him from those positions was contrary to the Association’s bylaws.
This case underscores the importance of correctly following the provisions set out in an organization’s bylaw that apply to the removal of individuals holding elected positions within the governance of the organization. This case affirms the basic principle that individuals elected to various positions should not be removed, unless done in accordance with the process set out in the governing documents of the organization.