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

10      Proceedings of directors meetings

10.1    Meetings of directors

        (a)       The directors may meet together to attend to business and adjourn and otherwise
                  regulate their meetings as they decide.

        (b)       The contemporaneous linking together by telephone or other electronic means of a
                  sufficient number of directors to constitute a quorum, constitutes a meeting of the
                  directors. All the provisions in this constitution relating to meetings of the directors
                  apply, as far as they can and with any necessary changes, to meetings of the directors by
                  telephone or other electronic means.

        (c)       A meeting by telephone or other electronic means is to be taken to be held at the place
                  where the chairman of the meeting is or at any other place the chairman of the meeting
                  decides on, if at least one of the directors involved was at that place for the duration of
                  the meeting.

        (d)       A director taking part in a meeting by telephone or other electronic means is to be taken
                  to be present in person at the meeting.

        (e)       If, before or during the meeting, any technical difficulty occurs where one or more
                  directors cease to participate, the chairman may adjourn the meeting until the difficulty is
                  remedied or may, where a quorum of directors remains present, continue with the
                  meeting.

10.2    Calling meetings of directors

        (a)       A director may, whenever the director thinks fit, call a meeting of the directors.

        (b)       A secretary must, if requested by a director, call a meeting of the directors.

10.3    Notice of meetings of directors

        (a)       Notice of a meeting of directors must be given to each person who is, at the time the
                  notice is given a director, except a director on leave of absence approved by the
                  directors.

        (b)       A notice of a meeting of directors:

                  (i)      must specify the time and place of the meeting;

                  (ii)     need not state the nature of the business to be transacted at the meeting;

                  (iii)    may, if necessary, be given immediately before the meeting; and

                  (iv)     may be given in person or by post or by telephone, fax or other electronic
                           means.

        (c)       A director may waive notice of a meeting of directors by giving notice to that effect in
                  person or by post or by telephone, fax or other electronic means.

        (d)       Failure to give a director notice of a meeting of directors does not invalidate anything
                  done or any resolution passed at the meeting if:

                  (i)      the failure occurred by accident or inadvertent error; or




30710173v4    |     Constitution of Noosa Biosphere Reserve Foundation Ltd                                   19