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

        (d)       Where only two directors are present or entitled to vote at a meeting of directors and the
                  votes are equal on a proposed resolution:

                  (i)      the chairman of the meeting does not have a second or casting vote; and

                  (ii)     the proposed resolution is taken as lost.

10.7    Written resolutions

        (a)       A resolution in writing of which notice has been given to all directors and which is signed
                  or consented to by all of the directors entitled to vote on the resolution is as valid and
                  effectual as if it had been passed at a meeting of the directors duly called and constituted
                  and may consist of several documents in the same form, each signed or consented to be
                  one or more of the directors.

        (b)       A director may consent to a resolution by:

                  (i)      signing the document containing the resolution (or a copy of that document);

                  (ii)     giving to the company a written notice (including by fax or other electronic
                           means) addressed to the secretary or to the chairman of directors signifying
                           assent to the resolution and either setting out its terms or otherwise clearly
                           identifying them; or

                  (iii)    telephoning the secretary or the chairman of directors and signifying assent to
                           the resolution and clearly identifying its terms.

10.8    Committees of directors

        (a)       The directors may delegate their powers to a committee of directors.

        (b)       The committee must exercise the powers delegated in accordance with any directions of
                  the directors.

        (c)       The provisions of this constitution applying to meetings and resolutions of directors
                  apply, so far as they can and with any necessary changes, to meetings and resolutions of
                  a committee of directors, except to the extent they are contrary to any direction given
                  under rule 10.8(b).

10.9    Delegation to a director

        (a)       The directors may delegate any of their powers to one director.

        (b)       A director to whom any powers have been so delegated must exercise the powers
                  delegated in accordance with any directions of the directors.

10.10 Validity of acts

        All acts done at any meeting of the directors or by a committee or by any person acting as a
        director are, notwithstanding that it is afterwards discovered:

        (a)       that there was some defect in the appointment of any of the directors; or

        (b)       the committee or the person acting as a director or that any of them were disqualified,

        valid as if every person had been duly appointed and was qualified and continued to be a director
        or a member of the committee (as the case may be).



30710173v4    |     Constitution of Noosa Biosphere Reserve Foundation Ltd                                   21