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

                           may take place during any suspension of proceedings unless the chairman
                           otherwise allows.

        (d)       The chairman’s rights under rules 7.10(a) and 7.10(c) are exclusive and, unless the
                  chairman requires otherwise, no vote may be taken or demanded by the members
                  present about any postponement, adjournment or suspension of proceedings.

        (e)       Only unfinished business may be transacted at a meeting resumed after an adjournment.

        (f)       Where a meeting is postponed or adjourned for 30 days or more, notice of the postponed
                  or adjourned meeting must be given as in the case of the original meeting within seven
                  days.

7.11    Decisions at general meetings

        (a)       Except where a resolution requires a special majority, questions arising at a general
                  meeting must be decided by a majority of votes cast by the members present at the
                  meeting. A decision made in this way is for all purposes, a decision of the members.

        (b)       If the votes are equal on a proposed resolution, the chairman of the meeting has a
                  casting vote (provided that the chairman is a member or a Representative of a member),
                  in addition to any deliberative vote.

        (c)       A resolution put to the vote of a general meeting must be decided on a show of hands
                  unless a poll is demanded:

                  (i)      before the show of hands is taken;

                  (ii)     before the result of the show of hands is declared; or

                  (iii)    immediately after the result of the show of hands is declared.

        (d)       Unless a poll is duly demanded, a declaration by the chairman of a general meeting that
                  a resolution has on a show of hands been carried or carried unanimously, or carried by a
                  particular majority, or lost, and an entry to that effect in the company’s minute book is
                  conclusive evidence of the fact without proof of the number or proportion of the votes
                  recorded for or against the resolution.

7.12    When poll may be demanded

        (a)       A poll may be demanded by:

                  (i)      the chairman;

                  (ii)     at least five members entitled to vote on the resolution; or

                  (iii)    by members with at least 5% of the votes that may be cast on the resolution on
                           a poll.

        (b)       A demand for a poll does not prevent a general meeting continuing to transact any
                  business except the question on which the poll is demanded.

        (c)       If a poll is duly demanded at a general meeting, it must be taken in the way and either at
                  once or after an interval or adjournment as the chairman of the meeting directs. The
                  result of the poll as declared by the chairman is the resolution of the meeting at which
                  the poll was demanded.




30710173v4    |     Constitution of Noosa Biosphere Reserve Foundation Ltd                                12