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

7       General meetings

7.1     Calling general meetings

        A general meeting may only be called:

        (a)       by a directors’ resolution; or

        (b)       as otherwise provided in the Corporations Act.

7.2     Postponing or cancelling a meeting

        (a)       The directors may:

                  (i)      postpone a meeting of members;

                  (ii)     cancel a meeting of members; or

                  (iii)    change the place for a general meeting,

                  if they consider that the meeting has become unnecessary, or the venue would be
                  unreasonable or impractical or a change is necessary in the interests of conducting the
                  meeting efficiently.

        (b)       A meeting which is not called by a directors’ resolution and is called under a members’
                  requisition under the Corporations Act may not be postponed or cancelled without the
                  prior written consent of the persons who called or requisitioned the meeting.

7.3     Notice of general meetings

        (a)       Notice of a general meeting must be given to each person who at the time of giving the
                  notice is a member, director or auditor of the company.

        (b)       The directors may decide the content of a notice of a general meeting, but the notice
                  must include the general nature of the business to be transacted at the meeting and any
                  other matters required by the Corporations Act.

        (c)       Unless the Corporations Act provides otherwise:

                  (i)      no business may be transacted at a general meeting unless the general nature of
                           the business is stated in the notice calling the meeting; and

                  (ii)     except with the approval of the directors or the chairman, no person may move
                           any amendment to a proposed resolution the terms of which are set out in the
                           notice calling the meeting or to a document which relates to that resolution and a
                           copy of which has been made available to members to inspect or obtain.

        (d)       A person may waive notice of any general meeting by written notice to the company.

        (e)       Subject to rule 7.3(f), at least 21 days’ notice must be given for a meeting of members.

        (f)       The company may call a meeting on shorter notice:

                  (i)      if an annual general meeting, when all the members entitled to attend and vote
                           at the annual general meeting agree beforehand; and




30710173v4    |     Constitution of Noosa Biosphere Reserve Foundation Ltd                                   8