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

9       Powers and duties of directors

9.1     General powers

        (a)       The directors are responsible for managing the business of the company and may
                  exercise all powers and do all things that are within the company’s power and are not
                  expressly required by the Corporations Act or this constitution to be exercised by the
                  company in a general meeting.

        (b)       The board may make regulations, by-laws and policies consistent with the constitution,
                  which in the opinion of the board are necessary or desirable for the proper control,
                  administration and management of the company’s finances, affairs and Property, or are
                  necessary for the convenience, comfort and well-being of the members (including the
                  terms of entry of members to the company’s premises and any event or function
                  sponsored, promoted, facilitated or conducted by the company) and amend or rescind
                  any regulations and by-laws.

        (c)       A regulation, policy or by-law of the company made by the board may be disallowed by
                  the company in a later general meeting. A resolution or regulation made by the company
                  in general meeting cannot invalidate prior acts of the board which would have been valid
                  if that resolution or regulation had not been passed or made.

        (d)       A director is entitled to attend and speak at general meetings and at meetings of a class
                  of members, even if he or she is not a member or a member of the relevant class.

9.2     Power to borrow and give security

        (a)       The directors may exercise all the powers of the company to:

                  (i)      borrow or raise money in any other way;

                  (ii)     charge mortgage or otherwise encumber any of the company’s Property or
                           business or any of its Property; and

                  (iii)    issue debentures or give any security for a debt, liability or obligation of the
                           company or of any other person.

        (b)       The directors may decide how cheques, promissory notes, banker’s drafts, bills of
                  exchange or other negotiable instruments must be signed, drawn, accepted, endorsed or
                  otherwise executed, as applicable, by or on behalf of the company.

9.3     Powers of appointment

        The directors may:

        (a)       appoint or employ any person as an officer, agent or attorney of the company for the
                  purposes, with the powers, discretions and duties (including powers, discretions and
                  duties vested in or exercisable by the directors), for any period and on any other
                  conditions they decide;

        (b)       authorise an officer, agent or attorney to delegate any of the powers, discretions and
                  duties vested in the officer, agent or attorney; and

        (c)       remove or dismiss any officer, agent or attorney of the company at any time, with or
                  without cause.




30710173v4    |     Constitution of Noosa Biosphere Reserve Foundation Ltd                                    18