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

        Term                                    Definition
                                                Member to act as its representative at the meeting.

        UNESCO                                  means the United Nations Educational, Scientific and
                                                Cultural Organisation.
        UNESCO Man and the                      means the intergovernmental scientific programme under
        Biosphere Program                       the name ‘Man and the Biosphere Program’ that is
                                                facilitated by UNESCO.

1.2     Interpretation

        In this constitution:

        (a)       a reference to a member present at a general meeting is a reference to a member
                  present in person or by proxy, attorney or Representative;

        (b)       a reference to a person holding or occupying a particular office or position is a reference
                  to any person who occupies or performs the duties of that office or position;

        (c)       unless the contrary intention appears:

                  (i)      a reference to a person includes a corporation, trust, partnership, unincorporated
                           body, government and local authority or agency, or other entity whether or not it
                           comprises a separate legal entity;

                  (ii)     a reference to a person includes that person's successors, legal personal
                           representatives, permitted substitutes and permitted assigns;

                  (iii)    a reference to legislation or to a provision of legislation (including subordinate
                           legislation) is to that legislation as amended, re-enacted or replaced, and
                           includes any subordinate legislation issued under it;

                  (iv)     if a word or phrase is defined, its other grammatical forms have a corresponding
                           meaning;

                  (v)      a reference to a rule is a reference to a rule of this constitution;

                  (vi)     a reference to a document or agreement (including a reference to this document)
                           is to that document or agreement as amended, supplemented, varied or
                           replaced; and

                  (vii)    if any day on or by which a person must do something under this document is
                           not a Business Day, then the person must do it on or by the next Business Day;
                           and

        (d)       headings are for convenience only and do not affect interpretation.

1.3     Application of the Corporations Act

        (a)       The replaceable rules in the Corporations Act do not apply to the company.

        (b)       Where an expression is used in a manner consistent with a provision of the Corporations
                  Act, the expression has the same meaning as in that provision.




30710173v4    |     Constitution of Noosa Biosphere Reserve Foundation Ltd                                      2