Métis Nation of Alberta Association Local Council #63 Fort McKay, Ronald Quintal, Glen Faichney v. Janice Richards, 2023 ABKB 347

Court of King’s Bench of Alberta Citation: Metis Nation of Alberta Association Local Council #63 v Alberta (Corporate Registry), 2023 ABKB 347 Date: 20230608 Docket: 1913 00261 Registry: Ft. McMurray Between: Métis Nation of Alberta Association Local Council #63 Fort McKay, Ronald Quintal, Glen Faichney and Janice Richards Applicants - and - His Majesty the King in Right of Alberta (Corporate Registry) and Métis Nation of Alberta Association Respondents _______________________________________________________ Reasons for Decision of the Honourable Justice Douglas R. Mah _______________________________________________________ A. Background

[ 1 ] A non-profit society registered under the Societies Act , Métis Nation of Alberta Association Local Council #63 Fort McKay (Local #63), and its three putative directors (Mr. Quintal, Mr. Faichney and Ms. Richards) seek a Court Order for the dissolution of Local #63 by way of section 211(1) of the Alberta Business Corporations Act . The application is opposed by the Respondent, Métis Nation of Alberta Association (MNA). [ 2 ] The MNA is also a non-profit society registered under the Societies Act that represents persons of Métis heritage who are members of MNA.

This Court has previously determined that the MNA represents its members, rather than the Métis community as a whole: Fort Chipewyan Métis Nation of Alberta Local #125 v Alberta , 2016 ABQB 713 at paras 295 , 303, 402 & 411 and McCargar v Métis Nation of Alberta Association , 2018 ABQB 553 at para 19 affirmed 2019 ABCA 172 . [ 3 ] The distinction between being a Métis person in Alberta and a member of the MNA was discussed by the Court of Appeal in Boucher v Métis Nation of Alberta Association , 2009 ABCA 5 at para 3-12 , and restated by then Feehan J in McCarger (QB) at para 14: In Boucher , the Court of Appeal said the Association is a voluntary society.

Its powers come largely from consent and implied contract. No one is forced to join the Association, nor does Alberta legislation require membership in the Association to join a Métis settlement or to obtain a land allocation. The Association is not a Métis settlement, and does not operate any Métis settlements. One can resign from the Association, still be Métis, and still have or get many of the benefits of being Métis (paras 7 & 9). [ 4 ] In Boucher , the Court of Appeal also stated (at para 10) that the MNA is not a sovereign government but rather a society.

This discussion of the legal status of the MNA and its legal relationship to Métis persons in Alberta is necessitated because of the underlying dispute in this contested application.

I described the nature of this dispute as follows in my earlier decision in Métis Nation of Alberta Association Local Council #63 v Alberta (Corporate Registry) , 2021 ABQB 982 at paras2-6: [2] At its core, this action concerns a political dispute between a provincial organization and a relatively newly-formed local organization regarding who legitimately represents the interests of a 70-member Métis community in northern Alberta. … … [4] The MNA operates at three levels: a provincial council, 6 regional councils and a number of local councils situated throughout the province.

The respondent Local #63, itself a separately incorporated society, is (or was) one such local council for the Fort McKay area. The individual respondents Quintal, Faichney and Richards are the directors of Local #63. [5] The Fort McKay Métis Community Association (FMMCA) was formed in 2012, primarily by Mr. Quintal. Following its formation, all registered members of Local #63 listed in corporate registry joined FMMCA.

Thereafter, the individual respondents took steps to dissolve Local #63 and its nine members terminated their membership with MNA. [6] When Local #63 filed articles of dissolution with the registrar of corporations on December 5, 2018, MNA disputed the legitimacy of the dissolution, resulting in the registrar suspending Local #63 until a court order is obtained permitting the dissolution.

The individual respondents and Local #63 filed an Originating Application on April 18, 2019 seeking that court order … [ 5 ] Some interlocutory skirmishes took place, reported at: Métis Nation of Alberta Association Local Council #63 v Alberta (Corporate Registry) , 2019 ABQB 614 , affirmed at 2020 ABCA 89 and my earlier decision. The application for dissolution was finally heard by me on May 11, 2023. [ 6 ] His Majesty the King in Right of Alberta (Corporate Registry) is also named as a Respondent.

Counsel for Corporate Registry did not take a position on the merits of the application and basically assumed the role of amicus in both written brief and oral submissions. B.

The Special Resolution and the Directors’ Resolution [ 7 ] The steps taken to dissolve Local #63 and for its remaining members to renounce MNA membership can be summarized as follows: • November 6, 2018: Local #63 posted a Notice of Special Meeting to take place on November 28, 2018 to consider and vote on a Special Resolution to dissolve Local #63. • November 28, 2018: Of the nine remaining members of Local #63, six of them, including the three directors (Quintal, Faichney & Richards) attended the Special Meeting. The six attendees voted unanimously to dissolve Local #63. • November 30, 2018: Mr.

Quintal wrote to the MNA to advise of Local #63's Special Resolution. Mr. Quintal also informed MNA that the Local #63 members would be terminating their memberships with MNA. • December 5, 2018: Local #63 filed Articles of Dissolution with the Alberta Registrar of Corporations to dissolve, pursuant to the Societies Act and the ABCA . These Articles were received by Corporate Registry on December 7, 2018. • By December 17, 2018, all nine Local #63 members executed written terminations of membership with MNA. Mr.

Quintal sent correspondence dated January 9, 2019 to MNA enclosing the written terminations. • February 8, 2019: The MNA wrote to the Registrar challenging Local #63’s request to dissolve, and alleged that the passing of the Special Resolution and filing of Articles of Dissolution were contrary to applicable bylaws. • March 21, 2019: The Registrar advised Local #63 that due to the receipt of conflicting information, it had suspended Local #63

and would not accept any further filings until it received a Court Order "establishing who is authorized to file the dissolution of the society and to confirm that upon dissolving the society all necessary requirements to dissolve have been met." • A corporate search dated on or about March 27, 2019 shows Mr. Quintal, Mr. Faichney and Ms. Richards as the directors of Local #63. • April 5, 2019: Mr. Quintal, Mr. Faichney and Ms. Richards purported to pass a Directors’ Resolution under section 211(1) of the ABCA to dissolve Local #63. • Local #63 has remained suspended pending a decision on this application. C.

Dispute between MNA and FMMCA [ 8 ] As Mr. Quintal explained in his affidavit of August 23, 2019, the community of Fort McKay, located some 45 miles north of Fort McMurray, is surrounded by various open pit oil sands mining operations which have impacted traditional hunting, trapping, fishing and harvesting activities by Métis persons in the region. He felt that Local #63, as an off-shoot of the provincial MNA, was ill-equipped to engage in discussions regarding how oil sands development impacted the local people. Mr.

Quintal felt that a new organization that focused on representing the voice of the local Métis was needed to conduct negotiations and consultations with both industry and government. Thus, he led the formation of FMMCA for this purpose. [ 9 ] He deposes that, following FMMCA’s formation, all registered members of Local #63 migrated to FMMCA. He said that, in time, FMMCA grew its ranks to 106 members occupying 484 acres of land, two office spaces, and 18 housing units in Fort McKay. FMMCA provides services to its members such as subsidized housing and free housing for elders.

It also operates various for-profit oil sands servicing companies, the profits being used for the benefit of FMMCA members. [ 10 ] Mr. Quintal says that with the formation of FMMCA, Local #63 lost its vitality. As of November 2018, when the Special Resolution vote took place, Local #63 only had nine members. By that time, Local #63 had no property or liabilities and conducted no operations or activities. In questioning, Mr. Quintal admitted that all assets and liabilities of Local #63 were transferred to FMMCA. [ 11 ] The MNA, as expressed by its president, Ms.

Poitras, views FMMCA as a usurper organization that has, in effect, stolen Local #63’s assets, engaged in corruption and has coerced the local Métis people into abandoning Local #63 in favour FMMCA by seizing control of their trust entitlements. According to the MNA, because of financial intimidation, there is no one in the local community to challenge FMMCA’s actions. The MNA says that it seeks to stand up for the rights of the Fort McKay Métis by stopping the dissolution of Local #63 and reconstituting it as the representative organization for the local Métis. D.

Legal Objections [ 12 ] For the purposes of the present application, a society under the Societies Act can be dissolved by either of two methods: • by Special Resolution under

section 34 of the Societies Act , where the special resolution is passed in accordance with

section 1(d); and • by Directors’ Resolution under section 211(1) of the ABCA , provided that the corporation has not issued any shares, has no property and no liabilities. [Note that by section 35(1) of the Societies Act ,

part 17 of the ABCA which encompasses section 211(1) of the ABCA, applies to a society as if it were a corporation]. [1] [ 13 ] The MNA says there are legal reasons why the dissolution should not be permitted: • First, as required by paragraph 4.10 (

b) of the Local # 63 bylaws, the Special Resolution of the members of Local # 63 of November 28, 2018 was never ratified by a special resolution of the MNA itself, and thus is invalid. • Second, the three individuals who purported to pass the Directors’ Resolution on April 19, 2019 were not actually directors of Local #63 as all three of them had earlier resigned as MNA members. [ 14 ] With respect to the first legal objection, there is no dispute that the Special Resolution was never ratified by the MNA itself.

However, the Applicants did not rely on the Special Resolution at the hearing before me but rather on the Directors’ Resolution. [ 15 ] The main thrust of the MNA’s argument with regard to the second legal objection is that since the three individuals had resigned as members of the MNA, they concurrently ceased to be directors of Local #63 as of the date of resignation. In so doing, the MNA relies on

article 14.1 of the Local #63 bylaws which states that a member of the Local Council shall automatically cease to be a Local Council member if any of a number of specific events occur, including resignation of a Local Council member by delivering a resignation to the Secretary of the Local Council. The MNA submits that delivery of the membership terminations to the MNA itself is sufficient in terms of resignation for the purposes of

article 14.1. [ 16 ] The Local # 63 bylaws do not use the words “director” or “directors” at all. However,

section 1(a.1) of the Societies Act indicates that “‘director’ means any person occupying the position of director by whatever name called.” The bylaws do speak extensively of a “Local Council” (comprised of a president, vice-president, secretary, treasurer and other council members who are annually elected) and who are meant to discharge the governance and operational functions of a Local Community. In order to be a member of the Local Community, a person must be a member of the MNA:

Article 4.8 of the MNA bylaws &

Article 4.5 of the Local #63 bylaws. The Local Community here goes by the name Local #63. I conclude that the Local Council members are intended to be and functioned as the “directors” of Local # 63 per

section 1(a.1).

[ 17 ] A corporate search obtained on March 27, 2019 indicates that as of that date Local # 63 had only three directors: Mr. Quintal Mr. Faichney and Ms. Richards. The corporate search also shows that the organization had last filed an annual return on March 2, 2018 in respect of the 2017 filing year. Mr. Quintal deposed in his affidavit that as of 2012, with the emergence of FMMCA, Local # 63 basically became inactive.

He said that over the years members of Local #63 moved away and by November 2018, Local #63 only had nine members. [ 18 ] It is not contested that the three individuals were properly elected as Local Council members (and therefore the directors) of Local #63 at least until the date they terminated their MNA membership. The question is whether and how the termination of MNA membership affected their status as directors of the society called Local #63. [ 19 ] As stated before,

Article 14 lists a number of events that cause a Local Council member to automatically cease being a member of the Local Council. None of those events occurred. In particular, no one resigned as a Local Council member, although the nine persons did resign as members of the MNA. [ 20 ] In context, para (

c) of

Article 14.1 of the Local # 63 bylaw (which states “a Local Council member resigns by delivering a written resignation to the Secretary of the Local Council”) must refer to resigning from the Local Council, not resigning from the MNA. The MNA bylaw has a separate and different provision for terminating MNA membership at

Article 8.1, para (

b) of its bylaw, which states “Withdrawal of Membership by sending or delivering a written notice to the Métis Nation of Alberta.” The nine did the latter in December 2018/January 2019, not the former. [ 21 ] It stands to reason that only members of the Local Community (who by definition are also members of the MNA) would want to hold office on the Local Council but the Local #63 bylaw does not prescribe any particular qualifications or criteria to hold such office, other than going through the election process. [ 22 ] There is no dispute that Local #63 and the MNA are separate legal entities.

They were intended originally to be affiliated organizations as described in the respective bylaws. However, as of November 2018, Local # 63 had only nine members (that is, MNA members), falling below the threshold 10 members required for affiliation as stated in

Article 4.8 of the MNA bylaws and

Article 4.5 of the Local # 63 bylaws. (In the latter, there is an alternative route for affiliation where the Provincial Council confers the status of Local Community on a group of less than 25 MNA members, but there is no evidence before me that this alternative route was taken as of 2018.) [ 23 ] On the date the Directors’ Resolution was purportedly passed, the remaining nine members of Local #63 had already renounced their MNA membership.

As such, the Local Community known as Local #63 had ceased to exist, or ceased to be affiliated with the MNA. [ 24 ] But even if Local #63 was no longer a Local Community under the bylaws of either organization, it remained a legal entity unto itself with its own directors. The March 2019 corporate search shows that Local # 63 was a valid and subsisting society as of that date and that its three directors were Mr. Quintal, Mr. Faichney and Ms. Richards. [ 25 ] Being a Local Community under either of the bylaws and being an incorporated society under the Societies Act are two different things.

Even the two bylaws themselves recognize that a group of Alberta Métis must incorporate as a society under the Societies Act as a condition of qualifying as a Local Community. [ 26 ] Thus, I find that the resignations of the nine persons from the MNA as of December 2018 or January 2019 had no effect on the status of the three individuals as directors of the society named Local # 63.

I summarize the reasons as follows: • The three (as part of the nine) resigned as members of the MNA, not as members of the Local Council; therefore, they were still directors of Local # 63 as a society on the date of the Directors’ Resolution; • Local # 63 had ceased to be a Local Community under the two bylaws as of November 2018, but certainly by January 9, 2019 when the remaining nine membership terminations were sent to the MNA, because it had no MNA members.

Despite no longer being a Local Community, Local # 63 continued to exist as an incorporated society, with the three individuals as its directors. [ 27 ] Therefore, I conclude that the three individuals still had capacity as directors on April 15, 2019 and that the Directors’ Resolution of April 15, 2019 dissolving Local #63 as a society was validly enacted. E. Dissolution under s 211(1) of the ABCA [ 28 ] As stated, section 211(1) of the ABCA is incorporated by reference via section 35(1) of the Societies Act .

The former permits a corporation that has not issued any shares and that has no property or liabilities to be dissolved at any time by resolution of all the directors. [ 29 ] By virtue of section 4(1) of the Societies Act , a society is incapable of issuing shares. Therefore Local # 63 has issued no shares. The balance sheet at Exhibit G of Mr. Quintal’s affidavit indicates that Local # 63 has no assets or liabilities. A dissolution resolution has been passed by all of the directors. [ 30 ] The statutory criteria for dissolution under section 211(1) have been met. F. Allegations [ 31 ] Ms.

Poitras on behalf of the MNA made serious allegations of financial impropriety and other wrongdoing against Mr. Quintal

and FMMCA in her February 4, 2020 affidavit. Those allegations were also canvassed before me in the earlier application. Mr. Quintal in his affidavit provides a different perspective on the events that form the subject-matter of the allegations. As in my previous decision, here I make no comment on the merits of the allegations. As I stated before (at paras 13 & 21), dissolution of Local # 63 as a society is not a bar to pursuing these allegations, subject to any limitation period. A limitation period would apply regardless of whether Local #63 is dissolved or not. [ 32 ] One specific allegation relates to Mr.

Quintal and FMMCA’s use of financial coercion to cause the local Métis people to forsake the MNA and bring them over to his side. I will make three observations about this allegation. First, as I said, Mr. Quintal has his own perspective on the events. Second, Ms. Poitras does not live in the Fort McKay area and was not a member of Local # 63. The allegation of financial intimidation is hearsay coming from unnamed third parties.

Given the state of this record, I am not about to make factual findings concerning this allegation. [ 33 ] Third, this allegation really encapsulates the dispute between the MNA on the one hand, and Mr. Quintal, the FMMCA and his supporters on the other. It is a dispute about which organization should represent the Métis people of Fort McKay. Ms. Poitras and the MNA say they want to stand up for the Métis of Fort McKay against the takeover by Mr. Quintal and his group. Mr.

Quintal says the people have spoken and their clear preference is membership in the FMMCA, not the MNA. [ 34 ] If the MNA wishes to compete with the FMMCA for the hearts and minds of the Fort McKay Métis there is nothing preventing it from attempting to establish a new Local Community. As I understand it, Local #63 was itself a replacement organization of a previous MNA branch (Local # 122). [ 35 ] Clearly, which voluntary organization the Métis people of Fort McKay should belong to is a decision for those people, not the Court.

I confine myself to the question of whether the Directors’ Resolution has validly dissolved Local # 63 as an incorporated society. G. Outcome [ 36 ] I grant the application of Local # 63 and Mr. Quintal, Mr. Faichney and Ms. Richards allowing the dissolution of Local # 63.

In so doing, I specifically make these declarations: • That all necessary requirements to dissolve Local # 63 under section 211(1) of the ABCA have been met; and • That the Applicants have authority and are empowered to file Articles of Dissolution with Corporate Registry, under section 211(4) of the ABCA , in furtherance of the Directors’ Resolution. [ 37 ] I further direct that Corporate Registry, upon receipt of such Articles of Dissolution, shall issue a Certificate of Dissolution as of the date of receipt in accordance with section 211(5) of the ABCA .

For clarity, I have not approved the Articles of Dissolution filed on December 5, 2018 as they were based on the Special Resolution. Rather, I have found that the three directors have authority to file new Articles of Dissolution based on the Directors’ Resolution. [ 38 ] If costs are sought and the parties are unable to agree, counsel may address costs by way of written submissions in letter form, not to exceed two single-spaced pages in length, excluding exhibits and authorities, and supported by a draft bill of costs, within 30 days of the date of this decision.

I am aware that Corporate Registry seeks no costs and asks that none be awarded against it. Heard on the 11 th day of May, 2023. Dated at the City of Ft. McMurray, Alberta this 8 th day of June, 2023. Douglas R. Mah J.C.K.B.A. Appearances: Aron Taylor for the Applicants Christian Villeneuve

for the Respondent: Métis Nation of Alberta Association Peter Buijs for the Respondent: Her Majesty the King in the Right of Alberta (Corporate Registry)