2014-11-20 Noosa Biosphere Management Arrangements - Constitution - Attachment 2

4.4     Notice by members

        (a)       Each member must promptly notify the secretary in writing of any change in their
                  address or contact details.

        (b)       The Founding Member must nominate one individual (Representative) to represent it in
                  the company and must promptly notify the Secretary in writing of any change in its
                  Representative.

4.5     Resignation and termination of membership

        (a)       A member ceases to be a member if the member:

                  (i)      resigns as a member by giving one month written notice to the company;

                  (ii)     dies or ceases to exist; or

                  (iii)    is terminated by the board under rule 4.5(b).

        (b)       The board may terminate a member’s membership if the member:

                  (i)      fails to notify the company of a change in address or contact details and is
                           unable to be contacted at the address in the register for a period of two years;

                  (ii)     is of unsound mind or is a patient under laws relating to mental health or whose
                           estate is administered under the laws about mental health;

                  (iii)    becomes bankrupt or insolvent; or

                  (iv)     has conducted itself, himself or herself in a way the board considers to be
                           injurious or prejudicial to the character or interests of the company.

        (c)       The board must give the member written notice of its intention to terminate the
                  member’s membership and the reason for the proposed termination.

        (d)       If the reason set out in the notice under rule 4.5(c) remains unresolved, in the opinion of
                  the board, for one month after the date of the notice, the member’s membership is
                  terminated.

        (e)       The rights or privileges of membership may be reinstated at the absolute discretion of
                  the board.

        (f)       Membership is personal to the member and is not transferable.


5       Winding up

5.1     Limited liability on winding up

        (a)       If the company is wound up while a person is a member, or within one year after the
                  person ceases to be a member, the person must contribute the guarantee amount to the
                  assets of the company for the:

                  (i)      payment of the debts and liabilities of the company contracted before the person
                           ceased to be a member; and

                  (ii)     costs of winding up.



30710173v4    |     Constitution of Noosa Biosphere Reserve Foundation Ltd                                    6