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

                  (iv)     entering into any agreement or arrangement with the company; or

                  (v)      acting in a professional capacity (or being a member of a firm which acts in a
                           professional capacity) for the company, except as auditor of the company.

        (b)       Each director must comply with the Corporations Act on the disclosure of the director’s
                  interests.

        (c)       The directors may make regulations requiring the disclosure of interests that a director,
                  and any person taken by the directors to be related to or associated with the director,
                  may have in any matter concerning the company or a related body corporate. Any
                  regulations made under this constitution bind all directors.

        (d)       No act, transaction, agreement, instrument, resolution or other thing is invalid or
                  voidable only because a person fails to comply with any regulation made under
                  rule 8.12(c).

        (e)       A director who has a material personal interest in a matter that is being considered by
                  the directors must not be present at a meeting while the matter is being considered nor
                  vote on the matter, except where permitted by the Corporations Act.

        (f)       If a director has an interest in a matter, then subject to rules 8.12(c), 8.12(g) and the
                  constitution:

                  (i)      that director may not be counted in a quorum at the board meeting that
                           considers the matter that relates to the interest;

                  (ii)     that director may not participate in and vote on matters that relate to the
                           interest;

                  (iii)    the company can proceed with any transaction that relates to the interest and
                           the director may participate in the execution of any relevant document by or on
                           behalf of the company;

                  (iv)     the director may retain the benefits under the transaction that relates to the
                           interest even though the director has the interest; and

                  (v)      the company cannot avoid any transaction that relates to the interest merely
                           because of the existence of the interest.

        (g)       If an interest of a director is required to be disclosed under rule 8.12(b), rule 8.12(f)(iv)
                  applies only if the interest is disclosed before the transaction is entered into.

        (h)       A contract or arrangement entered into by or on behalf of the company in which a
                  director is in any way interested is not invalid or voidable merely because the director
                  holds office as a director or because of the fiduciary obligations arising from that office.

        (i)       A director who is interested in any arrangement involving the company is not liable to
                  account to the company for any profit realised under the arrangement merely because
                  the director holds office as a director or because of the fiduciary obligations arising from
                  that office, if the director complies with the disclosure requirements applicable to the
                  director under rule 8.12(a) and under the Corporations Act about that interest.

        (j)       A director who is interested in any contract or arrangement may, despite that interest,
                  witness the fixing of the company seal to any document evidencing or otherwise
                  connected with that contract or arrangement.




30710173v4    |     Constitution of Noosa Biosphere Reserve Foundation Ltd                                        17