Constitution of Territory Alliance

As of 4 September 2020

Constitution of Territory Alliance

As of 4 September 2020

Part 1 – Preliminary

1. Name

The name of the unincorporated organisation is Territory Alliance.

2. Not for profit organisation

Territory Alliance is a not for profit organisation.

3. Objects and purposes

Territory Alliance is established as a political party for the purposes of the Electoral Act 2004 (NT) with the object or activity of which being the promotion of the election to the Legislative Assembly of a candidate or candidates endorsed by it and to contribute more broadly to improving good governance, especially in the NT.

4. Design of Constitution

The Constitution of Territory Alliance is purposefully designed to support good governance in the Northern Territory by protecting the legal authority of elected parliamentarians to represent their electorates and to govern.

5. Minimum number of members

Territory Alliance must have at least 200 members.

6. Definitions

In this Constitution, unless the contrary intention appears:

"Act" means the Electoral Act 2004 (NT) and regulations made under that Act;

"Committee" means the Management Committee of Territory Alliance;

"financial institution" means an authorised deposit-taking institution within the meaning of section 5 of the Banking Act 1959 of the Commonwealth;

"register of members" means the register of members established and maintained under the Act;

Part 2 – Constitution and Powers of Territory Alliance

7. Powers of Association

1. Territory Alliance may do all things necessary or convenient for carrying out its objects or purposes, and in particular, may:

   1. acquire, hold and dispose of real or personal property;

   2. open and operate accounts with financial institutions;

   3. invest its money in any security in which trust monies may lawfully be invested;

   4. raise and borrow money on the terms and in the manner it considers appropriate;

   5. secure the repayment of money raised or borrowed, or the payment of a debt or liability;

   6. appoint agents to transact business on its behalf; and

   7. enter into any other contract it considers necessary or desirable.

8. Effect of Constitution

This Constitution binds every member and the Association to the same extent as if every member and the Association had signed and sealed this Constitution and agreed to be bound by it.

9. Inconsistency between Constitution and Act

If there is any inconsistency between this Constitution and the Act, the Act prevails.

10. Altering the Constitution

1. Territory Alliance may alter this Constitution by special resolution but not otherwise.

2. If the Constitution is altered, the Registered Officer must ensure compliance with the Act.

Part 3 – Members

Division 1 - Membership

11. (blank)

12. Regular membership

    1. There will be a regular membership of Territory Alliance.

    2. The individuals of the regular membership will be known as ‘Member Facilitators’.

    3. The primary purpose of the Member Facilitators is to assist the Management Committee and Territory Alliance endorsed candidates to organise Community Advisory Groups.

    4. The Community Advisory Groups will be leaders and others in the community who can discuss significant issues relevant to governance in the Northern Territory for the purpose of advising Territory Alliance.

    5. Member Facilitators may also be asked to advise the Management Committee and Territory Alliance endorsed candidates.

    6. Member Facilitators may submit advice or policy proposals to the Management Committee.

    7. Advice or policy proposals from Member Facilitators must be considered by the Management Committee.

    8. Members may vote on policy proposals issued by the Management Committee. Policy proposals that gain a majority of votes from the members will be considered as ‘recommended’ by the members.

    9. Members may vote on pre-selection nominations issued by the Management Committee. Pre-selection nominees who gain a majority of votes from the members will be considered as ‘recommended’ by the members.

    10. Members may vote on regional member nominations issued by the Management Committee. Regional member nominees who gain a majority of votes from the members will be considered as ‘recommended’ by the members.

13. Application for membership

1. To apply to become a member of the Territory Alliance a person must:

1. submit a written application for membership to the Secretary:

   1. in a form approved by the Management Committee or the initial membership persons named in Clause 11; or

2. be named in the initial membership of Clause 11.

(2) To be eligible to apply for membership, individuals must:

1. be over 18 years of age;

2. be registered to vote in the Northern Territory; and

3. not be a member of another registered party or of a political party applying for registration.

14. Approval of membership

1. The Management Committee must consider any application made under Clause 13 at a meeting within reasonable time of the Secretary receiving the application and must accept or reject the application at that meeting or the next.

2. If an application is rejected, the applicant may appeal against the decision by giving notice to the Secretary within 14 days after being advised of the rejection.

3. If an applicant gives notice of an appeal against the rejection of his or her application, the Management Committee must reconsider the application at a meeting within reasonable time after receipt of the notice of appeal.

4. If after reconsidering an application the Management Committee reaffirms its decision to reject the application, the decision is final.

5. If an application for membership is approved by the Management Committee, the applicant becomes a member automatically.

6. Once an applicant becomes a member he or she agrees to be bound by this Constitution.

7. Clauses 13 and 14 do not apply to individuals named as the initial membership in Clause 11 as they are automatically members of Territory Alliance.

15. Annual membership fees

1. The annual membership fee is the amount determined from time to time by resolution at a general meeting.

2. Each member must pay the annual membership fee to the Treasurer by the first day of each financial year or another date determined by the Management Committee from time to time.

3. A member whose subscription is not paid within 3 months after the due date ceases to be a member unless the Committee determines otherwise.

Division 2 – Rights and responsibilities of members

16. General

1. A member may exercise the rights and responsibilities of membership.

2. A member must support the ethos of Territory Alliance, as described in the constitution.

3. A right of membership of Territory Alliance:

   1. is not capable of being transferred or transmitted to another person; and

   2. terminates on the cessation of membership whether by death, resignation or otherwise.

17. Notice of meetings and special resolutions

The Secretary must give all Management Committee members notice of general meetings and special resolutions in the manner and time prescribed by this Constitution.

18. Access to information on Territory Alliance

The following must be available for inspection by members:

1. a copy of this Constitution;

2. minutes of general meetings;

3. annual reports and annual financial reports.

19. Raising grievances and complaints

1. A member may raise a grievance or complaint about a Management Committee member, the Management Committee or another member of Territory Alliance.

2. The grievance or complaint must be dealt with by the procedures set out in Part 8.

20. Associate members

    1. The Associate Membership application process is the same as the regular Membership process.

    2. Associate members do not need to meet the qualifying requirements of Members.

    3. Individuals who apply for but do not meet the requirements of regular membership will automatically be considered for associate membership.

Division 3 – Termination, death, suspension and expulsion

21. Termination of membership

Membership of Territory Alliance may be terminated by:

1. a notice of resignation addressed and posted to the Secretary or given personally to the Secretary or another Management Committee member;

2. non-payment of the annual membership fee within the time allowed under clause 12(3); or

3. expulsion in accordance with this Division.

22. Death of member or whereabouts unknown

If a member dies or the whereabouts of a member are unknown, the Management Committee must cancel the member's membership.

23. Suspension or expulsion of members

1. If the Management Committee considers that a member should be suspended or expelled because his or her conduct is detrimental to the interests of Territory Alliance, the Management Committee must give notice of the proposed suspension or expulsion to the member.

2. The notice must:

   1. be in writing and include:

      1. the time, date and place of the committee meeting at which the question of that suspension or expulsion will be decided; and

      2. the particulars of the conduct; and

   2. be given to the member not less than 3 days before the date of the meeting referred to in paragraph (a)(i).

3. At the meeting, the Committee must afford the member a reasonable opportunity to be heard or to make representations in writing.

4. The member may not be represented by another person.

5. Participation at the meeting may be in person or via a telecommunication method that is approved by the Management Committee.

6. The Management Committee may suspend or expel or decline to suspend or expel the member from Territory Alliance and must give written notice of the decision and the reason for it to the member.

7. The decision to suspend or expel a member takes effect immediately from when the Management Committee decides to suspend or expel a member.

8. The decision of the Management Committee to suspend or expel a member is final.

Part 4 – Management Committee

Division 1 – General

24. Role and powers

1. The business of Territory Alliance must be managed by or under the direction of a Management Committee.

2. The Management Committee may exercise all the powers of Territory Alliance except those matters that the Act or this Constitution requires otherwise.

3. The Management Committee may appoint and remove staff.

4. The Management Committee may establish one or more subcommittees as the Committee considers appropriate.

5. Officers of any subcommittee may be appointed as the Management Committee sees fit and may include non-members of Territory Alliance.

6. The Management Committee may establish an Advisory Council.

7. The Management Committee may amend the Vision Statement of Territory Alliance.

8. The Management Committee will support Territory Alliance MLAs with the parliamentary Bills process by providing feedback from the party’s members, analysis and party policy. In order to accomplish this Territory Alliance MLAs will provide parliamentary Bills and related documents to the Management Committee.

9. Electoral Members of the Management Committee may or may not also be members of Cabinet (or Shadow Cabinet, as the case may be).

1. In circumstances where Territory Alliance has a majority of Members in the Legislative Assembly, or where Territory Alliance members have agreed to enter a formal coalition partnership to form Government, Electoral Members are bound to support confidence and supply motions in the Assembly.

2. In all other circumstances, Electoral Members who are not Cabinet members remain free to vote in accordance with the best interest of their respective communities and electorates.

25. Composition of Management Committee

1. The Management Committee consists of:

   1. a President

   2. a Vice-President

   3. a Secretary;

   4. a Registered Officer;

   5. a Treasurer;

   6. the Parliamentary Leader (if any) and

   7. Such other Functional Positions as the Management Committee decides from time to time.

2. The same individual may concurrently hold more than one (1) position in the Management Committee.

3. Any individual who concurrently holds more than one (1) position in the Management Committee has only one vote in any matter.

26. Delegation

1. The Management Committee may delegate to a subcommittee or staff any of its powers and functions other than –

   1. this power of delegation; or

   2. a duty imposed on the Management Committee by the Act or any other law.

2. The delegation must be in writing and may be subject to the conditions and limitations the Management Committee considers appropriate.

3. The Management Committee may, in writing, revoke wholly or in part the delegation.

Division 2 – Tenure of office

27. (blank)

28. Eligibility of Management Committee members

1. A Management Committee member must be a member or associate member of Territory Alliance.

2. Management Committee members must be elected to the Management Committee at an annual general meeting or appointed under Clause 35.

3. Individuals are to be elected to specific positions in the Management Committee.

29. Nominations for election to Management Committee

1. A member who is eligible for election or re-election may:

   1. nominate himself or herself for election or re-election; or

   2. be nominated by another member for election or re-election.

30. Retirement of Management Committee members

1. A Management Committee member holds office until the next annual general meeting unless the member vacates the office under Clause 30 or is removed under Clause 31.

2. Subject to Subclause (3) and Clause 49, at an annual general meeting the office of each committee member becomes vacant and elections for a new Management Committee must be held.

3. The Chairperson of the outgoing Management Committee must preside at the annual general meeting until a new Chairperson is elected.

4. Members may serve consecutive terms on the Management Committee.

31. Election by default

1. If the number of persons nominated for election to the Management Committee under clause 26 does not exceed the number of vacancies to be filled, the Chairperson must declare the persons to be duly elected as members of the Management Committee at the annual general meeting.

2. If vacancies remain on the Management Committee after the declaration under subclause (1), additional nominations of committee members may be accepted from the floor of the annual general meeting.

3. If the nominations from the floor do not exceed the number of remaining vacancies, the Chairperson must declare those persons to be duly elected as members of the Management Committee.

4. If the nominations from the floor are less than the number of remaining vacancies, the unfilled vacancies are taken to be casual vacancies and must be filled by the new Management Committee in accordance with clause 32.

32. Election by ballot

1. If the number of nominations exceeds the number of vacancies on the Management Committee, ballots for those positions must be conducted.

2. The ballot must be conducted in a manner determined by the Management Committee.

3. The members chosen by ballot must be declared by the Chairperson to be duly elected as members of the Management Committee.

4. The members that are permitted to vote in a ballot to fill a position are the current members of the Management Committee.

33. Vacating office

The office of a Management Committee member becomes vacant if:

1. the member:

   1. is suspended or expelled from Territory Alliance;

   2. is disqualified from being a Management Committee member;

   3. resigns by giving written notice to the Management Committee;

   4. dies or is rendered permanently incapable of performing the duties of office by mental or physical ill-health;

   5. ceases to be a resident of the Territory; or

   6. ceases to be a member of Territory Alliance;

2. the member is absent from more than:

   1. 3 consecutive Management Committee meetings; or

   2. 3 Management Committee meetings in the same financial year without tendering an apology to the Chairperson;

of which meetings the member received notice and the Committee has resolved to declare the office vacant.

34. Removal of Management Committee member

1. Territory Alliance, through a Special General Meeting, may remove any Management Committee member (other than an Electoral Member) before the member's term of office ends.

2. If a vacancy arises through removal under subclause (1), an election must be held to fill the vacancy.

35. Filling casual vacancy on Management Committee

1. If a vacancy remains on the Management Committee after the application of Clause 31 or if the office of a Management Committee member becomes vacant under Clause 33 or 34, the Management Committee may appoint any member of Territory Alliance to fill that vacancy but only with the consent of the member.

Division 3 – Duties of committee members

36. Collective responsibility of Management Committee

1. As soon as practicable after being elected to the Management Committee, each Management Committee member must become familiar with the Act and any regulations made under the Act.

2. The Management Committee is collectively responsible for ensuring Territory Alliance complies with the Act and regulations made under the Act.

37. President and Vice-President

1. Subject to subclauses (2) and (3), the Chairperson must preside at all general meetings and Management Committee meetings.

2. If the Chairperson is absent from a meeting, the Vice-Chairperson must preside at the meeting.

3. If the Chairperson and the Vice-Chairperson are both absent, the presiding member for that meeting must be:

   1. a Management Committee member appointed by the Chairperson; or

   2. if the Chairperson does not appoint a Management Committee member to preside, a Management Committee member elected by the other Management Committee members present.

38. Secretary

The Secretary must:

1. coordinate the correspondence of Territory Alliance;

2. ensure minutes of all proceedings of general meetings and of Management Committee meetings are kept in accordance with the Act;

3. maintain the register of members in accordance with the Act;

4. have custody of all books, documents, records and registers of the Association, other than those required by clause 39(5) to be in the custody of the Treasurer; and

5. perform any other duties imposed by this Constitution on the Secretary.

39. Treasurer

1. The Treasurer must:

   1. receive all moneys paid to or received by Territory Alliance and issue receipts for those moneys in the name of Territory Alliance;

   2. pay all moneys received into the account of the Association within 5 working days after receipt;

   3. make any payments authorised by the Management Committee or by a general meeting of Territory Alliance from Territory Alliance’s funds; and

   4. ensure cheques are signed by him or her and at least one other Management Committee member, or by any 2 other committee members authorised by the Management Committee.

2. The Treasurer must ensure the accounting records of Territory Alliance are kept in accordance with the Act.

3. The Treasurer must coordinate the preparation of Territory Alliance’s annual statement of accounts.

4. If directed to do so by the Chairperson, the Treasurer must submit to the Management Committee a report, balance sheet or financial statement in accordance with that direction.

5. The Treasurer has custody of all securities, books and documents of a financial nature and accounting records of Territory Alliance unless the Management Committee resolve otherwise.

6. The Treasurer must perform any other duties imposed by this Constitution on the Treasurer.

40. Registered Officer

1. The Registered Officer must ensure that all relevant documents are filed in accordance with the Act.

2. The Registered Officer must keep a current copy of the Constitution of Territory Alliance.

3. The Registered Officer must perform any other duties imposed by this Constitution on the Registered Officer.

41. (blank)

Part 5 – Meetings of Management Committee

42. Frequency and calling of meetings

1. The Management Committee must meet together for the conduct of business not less than once in each financial year.

2. The Chairperson, or at least half the Management Committee members, may at any time convene a special meeting of the Committee.

43. Voting and decision making

1. Each Management Committee member present at the meeting has a deliberative vote.

2. Any individual who concurrently holds more than one (1) position in the Management Committee has only one vote in any matter.

3. Functional Position members of the Management Committee appointed under Clause 25(1)(g) do not have a vote.

44. Method, procedure and order of business

1. The procedure to be followed at a Management Committee meeting must be determined from time to time by the Management Committee.

2. Participation at meetings may be in person or via a telecommunication method that is approved by the Management Committee.

3. Members who participate via a telecommunication method that is approved by the Management Committee are considered ‘present’ at the meeting for the purposes of this Constitution.

4. The order of business may be determined by the Management Committee members present at the meeting.

5. Only the business for which the meeting is convened may be considered at a special meeting.

45. Disclosure of interest

1. A Management Committee member who has a direct or indirect pecuniary interest in a contract, or proposed contract, with Territory Alliance must disclose the nature and extent of the interest to the Committee.

2. The Secretary must record the disclosure in the minutes of the meeting.

3. A member of the Management Committee who has a direct or indirect pecuniary interest in a contract, or proposed contract, with Territory Alliance must not take part in a decision of the committee with respect to that contract but may take part in deliberations with respect to the contract.

4. Subsection (1) does not apply in relation to a pecuniary interest:

(a) that exists only because the member of the Management Committee is a member of a class of persons for whose benefit Territory Alliance is established; or

(b) that the member of the Management Committee has in common with all or a substantial proportion of the members of Territory Alliance.

Part 6 – Meetings

46. Types of meetings

Territory Alliance may hold Annual General Meetings, General Meetings and Special General Meetings.

47. General Meetings

1. Territory Alliance may hold General Meetings whenever required for the regular purposes of managing the organisation.

2. Highly significant matters, such as changing the Constitution and removing Management Committee members from their positions, cannot be conducted at General Meetings.

3. Matters that may be discussed and decided at General Meetings will be decided by a simple majority vote.

4. If there is no majority, the person presiding at the meeting has a casting vote in addition to a deliberative vote.

5. The Secretary must give to all Management Committee members not less than 2 days notice of a Special General Meeting.

48. Special General Meetings

1. Territory Alliance may hold Special General Meetings for any special purposes of managing the organisation.

2. Highly significant matters, such as changing the Constitution and removing Management Committee members from their positions, may be discussed and decided at Special General Meetings.

3. The regular purposes of managing the organisation may not be conducted at Special General Meetings.

4. Matters that may be decided at Special General Meetings require 75% of the vote.

5. The Chairperson, or at least half the Management Committee members, may at any time convene a Special General Meeting.

6. The Secretary must give to all Management Committee members not less than 5 days notice of a Special General Meeting.

7. The notice must specify:

   1. when and where the meeting is to be held;

   2. any telecommunication method that is approved by the Management Committee for participation in the meeting; and

   3. the particulars of and the order in which business is to be transacted.

49. Annual General Meeting

    1. Territory Alliance must hold its first annual general meeting within 18 months after its establishment.

    2. Territory Alliance must hold all subsequent annual general meetings within 5 months after the end of the Territory Alliance’s financial year.

    3. Matters that may be discussed and decided at Annual General Meetings will be decided by a simple majority vote.

    4. If there is no majority, the person presiding at the meeting has a casting vote in addition to a deliberative vote.

    5. The Secretary must give to all Management Committee members not less than 30 days notice of an annual general meeting.

    6. The notice must specify:

1. when and where the meeting is to be held;

2. any telecommunication method that is approved by the Management Committee for participation in the meeting; and

3. the particulars of and the order in which business is to be transacted.

50. Order of business for Annual General Meeting

The order of business for each annual general meeting is as follows:

(1) First – the consideration of the accounts and reports of the Management Committee;

(2) Second – any other business requiring consideration by the Management Committee before the new committee members are elected;

(3) Third – the election of new Management Committee; and

(4) Fourth – any other business requiring consideration by the Management Committee.

51. Notice of meetings

1. Notice of meetings must be sent to all Management Committee members.

2. The Secretary must give a notice under this Part by –

   1. serving it on a Management Committee member personally; or

   2. sending it by post to a Management Committee member at the address of the Management Committee member appearing in the register of members; or

   3. sending it by electronic means (such as email or text message) to a Management Committee member via the relevant contact details (email address, phone number, etc) of the Management Committee member appearing in the register of members; or

   4. sending it by any other form of telecommunication method approved by the Management Committee.

3. If a notice is sent by post under subclause (1)(b), sending of the notice is taken to have been properly effected if the notice is addressed and posted to the Management Committee member by ordinary prepaid mail.

52. Quorum at General Meetings

At a General Meeting, a quorum is established by 2 or more of the Management Committee members present.

53. Quorum at Special General Meetings

At a Special General Meeting, a quorum is established by 75% or more of the Management Committee members present.

54. Quorum at Annual General Meetings

At an Annual General Meeting, a quorum is established by 50% or more of the Management Committee members present.

55. Lack of quorum

1. If within 60 minutes after the time specified in the notice for the holding of a meeting a quorum is not present the meeting lapses.

2. For meetings that are conducted in a wholly asynchronous manner (such as by an approved telecommunication method) Clause 55(1) does not apply.

3. For meetings that are conducted in a wholly asynchronous manner, if within 7 days after the time specified in the notice for the holding of a meeting a quorum is not present the meeting lapses.

56. Voting

Each Management Committee member present in person, by approved telecommunication method, or by proxy at a meeting is entitled to a deliberative vote.

57. Proxies

A Management Committee member may appoint in writing another Management Committee member to be the proxy of the appointing Management Committee member to attend and vote on behalf of the appointing Management Committee member at any meeting.

Part 7 – Financial Management

58. Financial year

The financial year of Territory Alliance is 31 January.

59. Funds and accounts

1. Territory Alliance must open an account with a financial institution from which all expenditure of Territory Alliance is made and into which all of Territory Alliance revenue is deposited.

2. Subject to any restrictions imposed by Territory Alliance at a General Meeting, the Committee may approve expenditure on behalf of Territory Alliance within the limits of the budget.

3. All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by the Treasurer and at least one other committee member.

4. All funds of Territory Alliance must be deposited into the financial account of Territory Alliance no later than 5 working days after receipt or as soon as practicable after that day.

5. The Treasurer may maintain a cash float provided that all money paid from or paid into the float is accurately recorded at the time of the transaction.

60. Accounts and audits

1. The responsibility of the Treasurer is to:

   1. keep accounting records; and

   2. prepare and present Territory Alliance’s annual statement of accounts to the Management Committee and at the Annual General Meeting.

2. A responsibility of the Management Committee is to appoint an independent person to audit Territory Alliance’s accounts.

61. Financial liability

Any person who incurs expenses without authority from the Treasurer or any delegated committee member shall be liable for such expenditure.

Part 8 – Grievance and disputes

62. Grievance and disputes procedures

1. This clause applies to disputes between:

   1. a member and another member; or

   2. a member and the Management Committee.

2. Within 14 days after the dispute comes to the attention of the parties to the dispute, they must meet and discuss the matter in dispute, and, if possible, resolve the dispute.

3. If the parties are unable to resolve the dispute at the meeting, or if a party fails to attend that meeting, then the parties must, within 10 days after the meeting, hold another meeting in the presence of a mediator.

4. The mediator must be a person chosen by the Management Committee.

5. A member of Territory Alliance can be a mediator.

6. The mediator cannot be a party to the dispute.

7. The parties to the dispute must, in good faith, attempt to settle the dispute by mediation.

8. The mediator, in conducting the mediation, must:

   1. give the parties to the mediation process every opportunity to be heard;

   2. allow due consideration by all parties of any written statement submitted by any party; and

   3. ensure natural justice is accorded to the parties to the dispute throughout the mediation process.

9. The mediator must not determine the dispute.

10. If the mediation process does not result in the dispute being resolved, the parties may seek to resolve the dispute by arbitration.

11. The arbitrator must be a person chosen by the Management Committee.

12. A member of Territory Alliance can be an arbitrator.

13. The arbitrator cannot be a party to the dispute.

14. The arbitrator may be the mediator that previously attempted to resolve the dispute by mediation.

15. The parties to the dispute must, in good faith, attempt to settle the dispute by arbitration.

16. The resolution determined by the arbitrator is final.

Part 9 – Miscellaneous

63. Distribution of surplus assets on winding up

1. If on the winding up or dissolution of Territory Alliance, and after satisfaction of all its debts and liabilities, there remains any assets, the assets must not be distributed to the members or former members.

2. The surplus assets must be given or transferred to another organisation that:

   1. has similar objects or purposes; and

   2. is not carried on for profit or gain to its individual members.

64. Indemnity

The Trustees, members of the Management Committee, Officers of all Standing Committees and other officers for the time being of Territory Alliance acting in relation to any of the affairs of Territory Alliance and every one of them and every one of their heirs, executors and administrators are hereby indemnified and saved harmless out of the funds and the profits of Territory Alliance from and against all actions, costs, charges, losses, damages and expenses, which they or any of them, or any of their heirs, executors and administrators shall or may incur or sustain by or by reason of any act done, concurred in, or omitted in or about the execution of their duty or supposed duty in their respective offices, except such (if any) as they shall incur and sustain by or through their own wilful neglect or wilful default and none of them shall be answerable for the acts or defaults of the other or others of them or for joining in any receipt for the sake of conformity, or for the default of any bankers or other persons with whom any moneys or effects belonging to Territory Alliance shall or may be lodged or deposited for safe custody or for the insufficiency or deficiency of any security upon which any moneys of or belonging to Territory Alliance shall be placed or invested, or for any other loss, misfortune or damage which may happen in the execution of their respective offices or trusts or in relation thereto except where the same shall happen by or through their own wilful neglect or wilful default respectively.