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

        7.7        Chairman                                                                                   10
        7.8        Acting Chairman                                                                            11
        7.9        Conduct at general meetings                                                                11
        7.10       Adjournment and postponement by the chairman                                               11
        7.11       Decisions at general meetings                                                              12
        7.12       When poll may be demanded                                                                  12
        7.13       Voting rights                                                                              13
        7.14       Representation at general meetings                                                         13
        7.15       Class meetings                                                                             14
        7.16       Voting where the company has only one member                                               14
        7.17       Appointment of proxies                                                                     14

8       Directors -------------------------------------------------------------------------------------------- 14
        8.1        First Directors                                                                            14
        8.2        Directors                                                                                  15
        8.3        Election of directors                                                                      15
        8.4        Qualification for membership of the board                                                  15
        8.5        Retirement of directors                                                                    15
        8.6        Resignation                                                                                15
        8.7        Removal                                                                                    15
        8.8        Vacating office                                                                            15
        8.9        Casual vacancies                                                                           16
        8.10       Directors who are employees of the company                                                 16
        8.11       Directors who are unable to fulfil their duties due to illness or incapacity               16
        8.12       Directors interests                                                                        16

9       Powers and duties of directors -------------------------------------------------------------------18
        9.1        General powers                                                                             18
        9.2        Power to borrow and give security                                                          18
        9.3        Powers of appointment                                                                      18

10      Proceedings of directors meetings---------------------------------------------------------------19
        10.1       Meetings of directors                                                                      19
        10.2       Calling meetings of directors                                                              19
        10.3       Notice of meetings of directors                                                            19
        10.4       Quorum at meetings of directors                                                            20
        10.5       Chairman and deputy chairman of directors                                                  20
        10.6       Decisions of directors                                                                     20
        10.7       Written resolutions                                                                        21
        10.8       Committees of directors                                                                    21
        10.9       Delegation to a director                                                                   21




30710173v4     |     Constitution of Noosa Biosphere Reserve Foundation Ltd                                     ii