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

                  (iii)    three directors, one of whom will be a person appointed by the Founding
                           Member, whose terms will end at the conclusion of the third AGM.

8.2     Directors

        (a)       The board will consist of at least six and not more than eight directors:

                  (i)      at least five directors to be elected under rule 8.3;

                  (ii)     up to two other directors, appointed by the board for the term determined by the
                           board, for their particular skills and experience; and

                  (iii)    one director appointed by the Founding Member.

        (b)       At all times, the majority of the directors must be independent of the Founding Member.

8.3     Election of directors

        The directors referred to in rule 8.2(a)(i) are to be elected by the members in accordance with
        the Corporations Act.

8.4     Qualification for membership of the board

        A majority of the directors must be Publicly Responsible Persons.

8.5     Retirement of directors

        (a)       Each elected director must retire from office at the conclusion of the third year following
                  his or her appointment as a director.

        (b)       Rule 8.5(a) does not apply to the First Directors.

        (c)       Notwithstanding rule 8.5(a), the board may determine which of the directors, are to
                  retire from time to time and, to the extent the law permits, the date of their retirement.

8.6     Resignation

        A director may resign from the board by written notice delivered to the secretary. The
        resignation takes effect when the notice is received by the secretary, or on a later date specified
        in the notice.

8.7     Removal

        (a)       A director may be removed from office by resolution of the members present and entitled
                  to vote at a general meeting of the company convened for that purpose. At the meeting
                  the director must be given the opportunity to present his or her case.

        (b)       A director removed under rule 8.7(a) retains office until the dissolution or adjournment of
                  the general meeting at which he or she is removed.

8.8     Vacating office

        In addition to the circumstances prescribed by the Corporations Act and this constitution, the
        office of a director becomes vacant if the director:

        (a)       becomes an insolvent under administration, suspends payment generally to creditors or
                  compounds with or assigns the director's estate for the benefit of creditors;



30710173v4    |     Constitution of Noosa Biosphere Reserve Foundation Ltd                                     15