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

                  (ii)     the director attended the meeting or waived notice of the meeting (whether
                           before or after the meeting).

        (e)       A person who attends a meeting of directors waives any objection that person may have
                  to a failure to give notice of the meeting.

10.4    Quorum at meetings of directors

        (a)       No business may be transacted at a meeting of directors unless a quorum of directors is
                  present at the time the business is dealt with.

        (b)       Unless the directors decide otherwise, more than half of the current directors constitute a
                  quorum.

        (c)       If there is a vacancy in the office of a director, the remaining directors may act. But, if
                  their number is not sufficient to constitute a quorum, they may act only in an emergency
                  or to increase the number of directors to a number sufficient to constitute a quorum or to
                  call a general meeting of the company.

10.5    Chairman and deputy chairman of directors

        (a)       The directors may elect, for any period they decide:

                  (i)      a director to the office of chairman of directors; and

                  (ii)     may elect one or more directors to the office of deputy chairman of directors.

        (b)       The chairman of directors is entitled (if present within ten minutes after the time
                  appointed for the meeting and willing to act) to preside as chairman at a meeting of
                  directors.

        (c)       If at a meeting of directors:

                  (i)      there is no chairman of directors;

                  (ii)     the chairman of directors is not present within ten minutes after the time
                           appointed for the holding of the meeting; or

                  (iii)    the chairman of directors is present within that time but is not willing or declines
                           to act as chairman of the meeting,

                  the deputy chairman if any, if then present and willing to act, is entitled to be chairman
                  of the meeting or if the deputy chairman is not present or is unwilling or declines to act
                  as chairman of the meeting, the directors present must elect one of themselves to chair
                  the meeting.

10.6    Decisions of directors

        (a)       The directors, at a meeting at which a quorum is present, may exercise any authorities,
                  powers and discretions vested in or exercisable by the directors under this constitution.

        (b)       Questions arising at a meeting of directors must be decided by a majority of votes cast
                  by the directors present and entitled to vote on the matter.

        (c)       Subject to rule 10.6(d), if the votes are equal on a proposed resolution, the chairman of
                  the meeting has a casting vote, in addition to his or her deliberative vote.




30710173v4    |     Constitution of Noosa Biosphere Reserve Foundation Ltd                                     20