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

3.2     No income or Property to a member

        No income or Property of the company may be paid or transferred, directly or indirectly, to a
        member except for approved payments to a member:

        (a)       in return for services rendered by, or goods supplied, by the member to the company in
                  the ordinary and usual course of business;

        (b)       for reasonable and proper rent for premises leased by a member to the company; or

        (c)       as principal payments on money lent by the member, and interest payments if the
                  interest is at a commercial rate.

3.3     No income or Property to a director

        (a)       No income or Property of the company may be paid or transferred, directly or indirectly,
                  to a director on account of remuneration for services provided by the director in their
                  capacity as a director.

        (b)       All payments to directors must be approved by the directors including, but not limited to:

                  (i)      out of pocket expenses incurred by a director in performing a duty as a director;
                           and

                  (ii)     a service rendered to the company by a director in a professional or technical
                           capacity or as an employee, other than in the capacity as a director where:

                           (A)      the provision of the service has the prior approval of the directors; and

                           (B)      the amount payable is not more than an amount which commercially
                                    would be reasonable payment for the service.


4       Membership

4.1     Members

        The members are:

        (a)       the Founding Member;

        (b)       the persons named as members with their consent in the application for registration of
                  the company; and

        (c)       any other persons admitted to membership under this constitution.

4.2     Classes

        Until otherwise decided by the members in a general meeting, the only class of membership is
        ordinary membership.

4.3     Admission to membership

        A person, who is a director or former director of the company, will automatically be a member
        upon providing his or her consent to be a member in a form approved by the board.




30710173v4    |     Constitution of Noosa Biosphere Reserve Foundation Ltd                                      5