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

                  the meeting, a member chosen by the members present is entitled to take the chair at
                  the meeting.

7.8     Acting Chairman

        (a)       A chairman of a general meeting may, for any item of business or discrete part of the
                  meeting, vacate the chair in favour of another person nominated by him or her (Acting
                  Chairman).

        (b)       Where an instrument of proxy appoints the chairman as proxy for part of the proceedings
                  for which an Acting Chairman has been nominated, the instrument of proxy is taken to be
                  in favour of the Acting Chairman for the relevant part of the proceedings.

7.9     Conduct at general meetings

        The chairman of a general meeting:

        (a)       has charge of the general conduct of the meeting and the procedures to be adopted at
                  the meeting;

        (b)       may require the adoption of any procedure which is in the chairman’s opinion necessary
                  or desirable for proper and orderly debate or discussion and the proper and orderly
                  casting or recording of votes at the general meeting; and

        (c)       may, having regard where necessary to the Corporations Act, terminate discussion or
                  debate on any matter whenever the chairman considers it necessary or desirable for the
                  proper conduct of the meeting,

        and a decision by the chairman under this rule is final.

7.10    Adjournment and postponement by the chairman

        (a)       Despite rules 7.2(a) and 7.2(b), where the chairman considers that:

                  (i)      there is not enough room for the number of members who wish to attend the
                           meeting; or

                  (ii)     a postponement is necessary in light of the behaviour of persons present or for
                           any other reason so that the business of the meeting can be properly carried out,

                  the chairman may postpone the meeting before it has started, whether or not a quorum
                  is present.

        (b)       A postponement under rule 7.10(a) is to another time, which may be on the same day as
                  the meeting, and may be to another place (and the new time and place is taken to be the
                  time and place for the meeting as if specified in the notice which called the meeting
                  originally).

        (c)       The chairman may at any time during the course of the meeting:

                  (i)      adjourn the meeting or any business, motion, question or resolution being
                           considered or remaining to be considered by the meeting either to a later time at
                           the same meeting or to an adjourned meeting; and

                  (ii)     for the purpose of allowing any poll to be taken or determined, suspend the
                           proceedings of the meeting for any period or periods he or she decides without
                           effecting an adjournment – no business may be transacted and no discussion



30710173v4    |     Constitution of Noosa Biosphere Reserve Foundation Ltd                                  11