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

13      Minutes

13.1    Contents of minutes

        The board must ensure that minutes are duly recorded in any manner it thinks fit and include:

        (a)       the names of the directors present at each meeting of the company, the board and of
                  committees; and

        (b)       details of all resolutions and proceedings of general meetings of the company and of
                  meetings of the board and committees.

13.2    Signing of minutes

        The minutes of a meeting of the board or of a committee or of the company, if signed by the
        chairman of the meeting or by the chairman of the next meeting, are prima facie evidence of the
        matters stated in the minutes.


14      Inspection of records

14.1    Inspection by member

        Except as provided by law, this constitution or as authorised by a directors’ resolution, a person
        who is not a director does not have the right to inspect any of the board papers, books, records
        or documents of the company.

14.2    Access by director

        The company may enter into contracts, and procure that its subsidiaries enter into contracts, on
        any terms the directors think fit, to grant a director or former director continuing access for a
        specified period after the director ceases to be a director to board papers, books, records and
        documents of the company which relate to the period during which the director or former
        director was a director of the company.


15      Notices

15.1    Method of service

        (a)       The company may give a notice to a member by:

                  (i)      delivering it personally;

                  (ii)     sending it by prepaid post to the member’s address in the register of members or
                           any other address the member gives the company for notices; or

                  (iii)    sending it by fax or other electronic means to the fax number or electronic
                           address the member gives the company for notices.

        (b)       Where a member does not have a registered address or where the company believes that
                  member is not known at the member’s registered address, all notices are taken to be:

                  (i)      given to the member if the notice is exhibited in the company’s registered office
                           for a period of 48 hours; and

                  (ii)     served at the commencement of that period,


30710173v4    |     Constitution of Noosa Biosphere Reserve Foundation Ltd                                   24