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

1.4     Exercising powers

        (a)       The company may exercise any power, take any action or engage in any conduct which
                  the Corporations Act permits a company limited by guarantee to exercise, take or engage
                  in.

        (b)       A power conferred on a person to do a particular act or thing under this constitution
                  includes, unless the contrary intention appears, a power (exercisable in the same way
                  and subject to the same conditions) to repeal, rescind, revoke, amend or vary that act or
                  thing.

        (c)       A power conferred under this constitution to do a particular act or thing:

                  (i)      may be exercised from time to time and subject to conditions; and

                  (ii)     may, where the power concerns particular matters, be exercised for only some of
                           those matters or as to a particular class of those matters, and to make different
                           provision concerning different matters or different classes of matters.

        (d)       Where a power to appoint a person to an office or position is conferred under this
                  constitution (except the power to appoint a director under rule 8) the power includes,
                  unless the contrary intention appears, a power to:

                  (i)      appoint a person to act in the office or position until a person is appointed to the
                           office or position;

                  (ii)     remove or suspend any person appointed (without prejudice to any rights or
                           obligations under any contract between the person and the company); and

                  (iii)    appoint another person temporarily in the place of any person removed or
                           suspended or in the place of any sick or absent holder of the office or position.

        (e)       Where this constitution gives power to a person to delegate a function or power:

                  (i)      the delegation may be concurrent with, or (except in the case of a delegation by
                           the directors) to the exclusion of, the performance or exercise of that function or
                           power by the person;

                  (ii)     the delegation may be either general or limited in any way provided in the terms
                           of delegation;

                  (iii)    the delegation need not be to a specified person but may be to any person
                           holding, occupying or performing the duties of a specified office or position;

                  (iv)     the delegation may include the power to delegate; and

                  (v)      where performing or exercising that function or power depends on that person’s
                           opinion, belief or state of mind about a matter, that function or power may be
                           performed or exercised by the delegate on the delegate’s opinion, belief or state
                           of mind about that matter.


2       Objects

2.1     Objects of company

        (a)       The principal objects of the company are for the public charitable purposes of protecting
                  and enhancing the natural environment by:


30710173v4    |     Constitution of Noosa Biosphere Reserve Foundation Ltd                                        3