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

        (d)       Members of the public may attend as observers only.

7.6     Quorum at general meetings

        (a)       No business may be transacted at a general meeting, except the election of a chairman
                  and the adjournment of the meeting, unless a quorum of members is present when the
                  meeting proceeds to business.

        (b)       A quorum for a general meeting is:

                  (i)      where there is only one member, that member; and

                  (ii)     where there is more than one member, 50% of the members plus one.

        (c)       If a quorum is not present within 30 minutes after the time appointed for the general
                  meeting:

                  (i)      where the meeting was called at the request of members, the meeting must be
                           dissolved; or

                  (ii)     in any other case:

                           (A)      the meeting stands adjourned to the day, and at the time and place, the
                                    directors present decide; or

                           (B)      if they do not make a decision, to the same day in the next week at the
                                    same time and place.

        (d)       At an adjourned meeting, if a quorum is not present within 30 minutes after the time
                  appointed for the meeting, the meeting must be dissolved.

7.7     Chairman

        (a)       The chairman of the board is entitled to take the chair at every general meeting.

        (b)       If at any general meeting:

                  (i)      the chairman of the board is not present at the specified time for holding the
                           meeting; or

                  (ii)     the chairman of the board is present but is unwilling to act as chairman of the
                           meeting,

                  the deputy chairman of the board is entitled to take the chair at the meeting.

        (c)       If at any general meeting:

                  (i)      there is no chairman of the board or deputy chairman of the board;

                  (ii)     the chairman of the board and deputy chairman of the board are not present at
                           the specified time for holding the meeting; or

                  (iii)    the chairman of the board and the deputy chairman of the board are present but
                           each is unwilling to act as chairman of the meeting,

                  the directors present may choose another director as chairman of the meeting and if no
                  director is present or if each of the directors present are unwilling to act as chairman of



30710173v4    |     Constitution of Noosa Biosphere Reserve Foundation Ltd                                      10