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

        (b)       becomes a person of unsound mind or a person who is a patient under laws relating to
                  mental health or whose estate is administered under laws about mental health;

        (c)       is absent from meetings of the directors during a period of three consecutive calendar
                  months without leave of absence from the directors where the directors have not, within
                  14 days of having been served by the secretary with a notice giving particulars of the
                  absence, resolved that leave of absence be granted;

        (d)       resigns office by written notice to the company;

        (e)       is removed from office under the Corporations Act or any other relevant legislation;

        (f)       is prohibited from being a director by reason of the operation of the Corporations Act or
                  any other relevant legislation; or

        (g)       is convicted on indictment of an offence and the directors do not within one month after
                  that conviction resolve to confirm the director’s appointment or election (as the case may
                  be) to the office of director.

8.9     Casual vacancies

        (a)       In addition to its power to appoint directors under rule 8.2(a)(ii), and subject to rule 8.4,
                  the board has power to appoint a qualified person as a director to fill a casual vacancy
                  among the board.

        (b)       Any person appointed under this rule holds office until the next general meeting.

8.10    Directors who are employees of the company

        A director who is an employee of the company or any of its subsidiaries, ceases to be a director
        of the company upon the director ceasing to be employed (so that they are no longer employed
        by the company or any subsidiary of the company) but the person concerned is eligible for
        reappointment or re-election as a director of the company.

8.11    Directors who are unable to fulfil their duties due to illness or incapacity

        (a)       A director may be removed from office by the board if the board resolves under its policy
                  that the director is unable to fulfil their duties due to physical or mental illness or other
                  incapacity.

        (b)       The board will implement a policy about directors who are unable to fulfil their duties due
                  to physical or mental illness or other incapacity for the purpose of making a
                  determination under rule 8.11(a).

8.12    Directors interests

        (a)       A director is not disqualified by reason only of being a director (or the fiduciary
                  obligations arising from that office) from:

                  (i)      holding an office (except auditor) or place of profit or employment in the
                           company or a related body corporate of the company;

                  (ii)     holding an office or place of profit or employment in any other company, body
                           corporate, trust or entity promoted by the company or in which it has interest;

                  (iii)    being a member, creditor or otherwise being interested in any body corporate
                           (including the company), partnership or entity, except as auditor of the company;



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