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

        (b)       Each member of the company agrees the guarantee amount under rule 5.1(a) is $10.

5.2     No distribution of profits to members on a winding up

        (a)       Where Property remains after the winding up or dissolution of the company and
                  satisfaction of all its debts and liabilities, it must not be distributed among members.

        (b)       Property referred to in rule 5.2(a) must be given to another fund, authority or institution:

                  (i)      with objects similar to the objects of the company;

                  (ii)     whose constitution prohibits the distribution of its income and Property among its
                           members; and

                  (iii)    that is charitable at law.

        (c)       The fund, authority or institution to receive Property under rule 5.2(b) must be decided
                  by the directors at or before the time of the winding-up or dissolution. If the directors do
                  not wish to decide, or do not decide, the members by ordinary resolution must decide. If
                  the members do not decide, the decision must be referred to the Supreme Court of the
                  state or territory in which the company’s registered office is located.


6       Annual General Meeting

6.1     Annual general meeting

        A general meeting, to be called the annual general meeting, must be held at least once in every
        calendar year (after the end of the first financial year).

6.2     Business at annual general meetings

        (a)       The business of an annual general meeting is:

                  (i)      if required by the Corporations Act, to receive and consider the financial and
                           other reports required by the Corporations Act to be laid before each annual
                           general meeting;

                  (ii)     to elect directors;

                  (iii)    if required by the Corporations Act, to appoint an auditor or reviewer; and

                  (iv)     to transact any other business which, under this document, is required to be
                           transacted at an annual general meeting.

        (b)       All other business transacted at an annual general meeting and all business transacted at
                  other general meetings is special business.

        (c)       The auditor or reviewer, if any, and its representative may attend and be heard on any
                  part of the business of a meeting concerning the auditor or reviewer. The auditor or
                  reviewer, if any, or its representative, if present at the meeting, may be questioned by
                  the members, as a whole, about the audit or review, if undertaken.

6.3     Provisions about general meetings apply to annual general meeting

        The provisions of this constitution about general meetings apply, with necessary changes, to
        annual general meetings.



30710173v4    |     Constitution of Noosa Biosphere Reserve Foundation Ltd                                   7