BYLAWS OF THE MASSACHUSETTS CANNABIS REFORM COALITION, INC

ARTICLE I

NAME AND OFFICES

Section 1. Name. The name of the corporation is the Massachusetts Cannabis Reform Coalition, Inc., hereinafter referred to as "the Corporation". Until changed by a vote of the directors the post office of the Corporation shall be One Homestead Road, Marblehead, MA 01945.

ARTICLE II

Nature of the Corporation

Section 1. Purposes. As provided in the Articles of Organization, the corporation is organized for the purposes of engaging at no profit exclusively in the civic, educational, historical, scientific and medical endeavor of educating the public and legislators of the Commonwealth: about the history of Cannabis Sativals cultivation and uses in Massachusetts and the potential uses of the plant, Cannabis Sativa, L., as a natural, renewable and ecologically sound source of food, animal feed, fuel, fiber, textiles, paper, medicines, chemicals presently derived from wood, coal, natural gas, petroleum and other renewable and non-renewable sources, and its use as a recreational and spiritual substance; about all federal and Massachusetts laws concerning Cannabis Sativa, L.; as to pertinent information concerning the historical, medical, economic, scientific and sociological effects of "marijuana" use; about pertinent information concerning developments in the law relating to the existence, enforcement and judicial interpretation of laws concerning Cannabis Sativa, L.; about the need to reform the present laws and penalties relating to the possession, cultivation, sale and use of Cannabis Sativa, L.; and to develop legislation appropriate for the proper control of the cultivation, possession, use and sale of Cannabis Sativa, L. and its products.

Section 2. Activities In order to accomplish the foregoing purposes the Corporation may hold public forums and rallies, publish and/or sell newsletters, newspapers, pamplets and books, bumper stickers, buttons, printed t-shirts, and products containing the fiber produced from the stalks, oil, or cake made from the seeds, any other compound, manufacture, salt, derivative, mixture, or preparation of the mature stalks, except the resin extracted therefrom, fiber, oil, or cake or the sterilized seed incapable of germination, collect membership dues, subscriptions for periodical publications, donations and conduct other fundraising activities usual and proper for a non-profit corporation.

ARTICLE III.

MEMBERSHIP

Section 1. Membership, The members of this corporation shall be persons who have paid for the current calender year the membership fee established by the Corporation. Any person who has not paid the membership fee for the current calendar year shall cease to be a member of the Corporation, regardless of whether or not they paid membership fees in prior years, except by a vote of the Board of Directors. Each current member shall have equal voting rights.

Section 2. Members Meetings.

Section 2.1. Annual Meeting. There shall be an annual meeting of the membership on the third Saturday of January at such time and place as determined by the Board of Directors.

Section 2.2. Special Meetings. - Special meetings of members shall be held whenever called by the Chairperson of the Board, or by three (3) or more Directors, or ten (10) or more members.

Section 3. Duties of Members. It shall be the duty of members at the Annual Meeting to hear and act upon the reports of the President, Treasurer and committees of the Corporation; to elect the President, Treasurer and Clerk, and Board of Directors; to establish dues for the next fiscal year and to act upon any resolution lawfully before the members. It shall be the duty of the members at any Special Meeting duly noticed to: hear and determine if any officer or director elected by the members should be removed from office; to elect successors to complete the term of any officer or director so removed or who has resigned; and to transact any other business lawfully before them.

Section 4. Conduct of Meetings. All meetings shall be opened and presided over by the President, if present, and in 'the event of his/her absence by the Clerk. The Annual Meeting shall begin with the Report of the President, followed by the reports of the Treasurer and of any standing Committees established pursuant to these by-laws.

Section 5. Quorum. At all meetings of the members unless otherwise provided herein a quorum for the transaction of any business shall consist of fifteen members of record or eighty (80%) percent of the members of record, whichever is smaller.

ARTICLE IV

Board of Directors

Section 1. Authority. The property, affairs, business and activities of the Corporation shall be managed by the Board of Directors, which is responsible for overall policy, control and administration of the Corporation.

Section 2. Number. The Board of Directors of the Corporation shall be seven

Section 3. Election and Term of Office. The Directors shall be elected by the members of the Corporation. Each Director shall hold office until his successor has been elected. The terms of office of each director shall be one (1) year.

Section 4. Vacancies. A vacancy existing by reason of the resignation, death, incapacity or removal of a Director before the expiration of his or her term shall be filled by the members of the Corporation at a special meeting called for the purpose of filling any such vacancies. Directors elected to fill vacant seats on the Board shall serve until the expiration of that term.

Section 5. Resignation or Removal. A Director may resign at any time by giving written notice of resignation to the Chairman of the Board, the President or the Clerk. Any resignation shall take effect at the time received, unless another time is specified in such notice. Unless specified in such notice, the acceptance of such resignation shall not be necessary to make it effective. A Director may be removed from office, with or without cause by a. majority vote at a special meeting of the members duly noticed and held, provided any Director whose removal for cause is contemplated at such meeting shall have notice in writing at least seven days prior to such meeting setting forth the reasons for his/her removal and provided further that the Director concerned shall be provided an opportunity to be heard by the membership.

Section 6. Chairman of the Board. The Board of Directors shall choose from among the Directors a Chairman of the Board who shall, if present, preside at all meetings of the Board.

Section 7. Committees of the Board. The Board of Directors shall establish a Finance Committee to be composed of the Treasurer, who shall serve as chairperson, and at least one member of the Board of Directors and one member not a director and a Communications Committee to be composed of the Clerk, who shall serve as chairperson, and at least one member of the Board of Directors and one member not a director. The Board may also establish such other committees composed of at least one member of the Board of Directors and one member not a director as the Board deems necessary. The Board of Directors may make such further provisions for appointment of members and chairmen of such committees, establish procedures to govern their activities, and delegate thereto such authority and power as the Board of Directors may deem necessary for the efficient management of the property, affairs, business and activities of the corporation, provided the same are not contrary to any provision of these by-laws.

Section 8. Compensation. The Board of Directors may by resolution provide for reimbursement to Directors and members for their actual expenses incurred in providing services to the Corporation, provided said expenses are substantiated by invoice, receipt or other acceptable written proof of the expenditure, and that a two thirds majority and no less than of the Directors present at any meeting resolving said reimbursement concur in the resolution for payment.

ARTICLE V

Meetings of the Board of Directors

Section 1. Place of Meetings. The Board of Directors may hold its meetings at such places in the Commonwealth of Massachusetts as the Board from time to time determines.

Section 2. Annual Meeting. There shall be an Annual meeting of the Board immediately after the Annual meeting of the members for the purpose of organizing the Board, making arrangements for the management of the affairs of the Corporation for the following year, the election of the Chairperson of the Board, establishing the dates and times of the Regular meetings required by Section 3, below, as well as for such other business as may be appropriate.

Section 3. Regular Meetings. There shall in addition to the annual meeting be three regular meetings to be scheduled by the Board at the Annual Meeting. Said meetings will be held 75 to 105 days after the Annual Meeting, 165 to 195 days after the Annual Meeting, and 255 to 285 days after the Annual meeting.

Section 4. Special Meetings. Special meetings of the Board of Directors shall be held whenever called by the Chairperson of the Board, or by three (3) or more Directors, or ten (10) or more members.

Section 5. Notice of Annual, Regular and Special Meetings and Waiver. Notice of each meeting of the Board of Directors shall be given on or before the fifteenth (15) day before the meeting, by letter, telegram, cable or fax transmission at his/her address last appearing on the records of the Corporation, except that notice of special meetings of the Board may be given in the same manner on or before the eighth (8) day before the meeting. Notice of the time and place of any meeting of the Board of Directors may be waived by any Director In writing, or by telegram, cable or fax transmission, either before or after the holding of such meeting, and shall be deemed waived by his or her attendance at a meeting unless he or she signifies at such meeting that his attendance is for the purpose of objecting thereto on the grounds that the meeting was not lawfully called or convened.

section 6. Quorum. At any meeting, the presence of fear Directors holding office at the time shall constitute a quorum for the transaction of any business.

Section 7. Voting. Except as specifically provided by the laws of the Commonwealth, the Articles of Organization or the By-laws, the acts of a majority of the Directors holding office at the time, present at a meeting at which a quorum is present, shall be the acts of the Board of Directors.

Section 8. - Action Without A Meetina. Any action required or permitted to be taken at a meeting of the Board of Directors (including the amendment of these By-laws) or of any committee thereof may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all members of the Board or such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the Board or such committee. Such consent shall have the same force and effect as an unanimous vote of the Board or of the Committee.

Section 9. Emergencv Provision. Anything in these By-laws to the contrary notwithstanding, in the event of a national catastrophe and during an emergencey period following such a catastrophe, a majority of the surviving members of the Board of Directors who have not been rendered incapable of actingor attending shall constitute a quorum. These same provisions are controlling in the event that a majority or more of the directors shall have resigned or been removed and the vacancies not yet filled by the members.

ARTICLE VI.

OFFICERS

Section 1. Officers. The officers of the corporation shall be a President, Treasurer and Clerk and such other officers as the Board of Directors may designate. The President, Treasurer and Clerk may be Directors.

Section 2. Election and Terms of Office. The President, Treasurer and Clerk of the corporation shall be elected by the members at the Annual Meeting and shall serve one year terms. Other officers may be appointed by the Board of Directors for one year terms. All officers shall hold office until their respective successors shall have been duly appointed or until they shall respectively resign or be removed.

Section 3. Removal.

Section 3.1 Removal of Officers Elected By Members. An officer elected by the members may be removed from office, with or without cause by a majority vote at a special meeting of the members duly noticed and held, provided any officer whose removal for cause is contemplated at such meeting shall have notice in writing, mailed certified mail return receipt requested, at least seven days prior to such meeting setting forth the reasons for his/her removal and provided further that the officer(s) concerned shall be provided an opportunity to be heard by the membership.

Section 3.2 Removal of Officers Appointed By Board. An officer appointed by the Board of Directors may be removed from office, with or without cause by a majority vote at a duly called meeting or by action in writing, whenever in the Board's judgment the best interests of the corporation will be served thereby.

Section 3.3 Effect of Removal. The removal of any elected or appointed officer shall be without prejudice to the contract rights, if any, of the person removed.

Section 4. Resignation. An officer of the corporation may resign at any time by giving written notice of his resignation to the Chairperson of the Board, or to the President, or to the Clerk. Any such resignation shall, unless another time is specified in such notice, take effect at the time received. Unless specified in such notice, the acceptance of the resignation by the Board of Directors shall not be necessary to make it effective.

Section 5. Vacancies. Any vacancy in any office owing to resignation, death, Incapacity, removal or any other cause shall., in. the case of an elected officer be filled by the members at a duly called special meeting, and In the case of an officer appointed by the Board may be filled by the Board of Directors at a duly called meeting, or by action in writing as provided herein.

Section 6. Compensation of Officers.

Section 6.1. Elected Officers. The compensation, if any, of officers elected by the membership shall be fixed from time to time by the membership.

Section 6.2. Appointed Officers. The compensation, if any, of the officers appointed by the Board shall be fixed from time to time by the membership.

ARTICLE VII

DUTIES OF OFFICERS

Section 1. President. The President shall be the chief executive officer of the Corporation and shall have general supervision over the business of the Corporation and over its several officers who shall report to the President subject, however, to the control of the Board of Directors to who he/she is responsible for the affairs of the Corporation and for the performance of its officers. The President shal ' 1. sign and execute, in the name of the Corporation deeds, mortgages, leases, bonds, contracts or other instruments authorized by the Board of Directors, except in cases where the signing and execution thereof shall be expressly delegated to the Board of Directors or these By-laws to some other officer or agent of the Corporation. The President shall perform such other duties as from time to time directed by the Board of Directors. He/she shall, whenever it may be necessary in his/her opinion, prescribe the duties of all'. officers and employees of the Corporation in addition to such duties as are set forth in these By-laws. In the absence of the Chairman of the Board of Directors, the President shall, if present, preside at all meetings of the Board of Directors. The President shall preside over all meetings of the membership.

Section 2. Treasurer.- The Treasurer shall;

a) with the President sign and execute, in the name of the Corporation deeds, mortgages, leases, bonds, promissory notes, contracts or other instruments authorized by the Board of Directors, except in cases where the signing and execution thereof shall be expressly delegated to the Board of Directors or these By-laws to some other officer or agent of the Corporation;

b) have charge and custody of, and be responsible for, all funds and securities of the Corporation, and deposit all such funds in the name of the Corporation in such banks, trust companies or other depositories as shall be selected by the Board of Directors;

c) keep and maintain adequate and correct accounts of the Corporation's properties and business transactions, including account of its assets, liabilities, receipts, disbursements, gains, losses, capital and surplus;

d) render a statement of the condition of the finances of the Corporation at all meetings of the Board of Directors, and a full financial report at the Annual Meeting of the members and provide a copy of said reports to any member requesting same in writing and who provides the treasurer with a self addressed stamped envelope and the cost of copying same;

e) receive, and give receipt for, moneys due and payable to the Corporation from any source whatsoever;

f) keep and maintain adequate and correct record of the names, addresses and expiration dates of members;

g) prepare and file all reports, returns and other papers with the appropriate authorities as required by law;

h) in general, perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the Board of Directors or the President.

Section 3. Clerk. The Clerk shall:

a) certify and keep at the principal office of the Corporation the original or a copy of its Articles of Organization and any amendments thereto;

b) certify and keep at the principal office of the Corporation the original or a copy of its By-laws as amended or otherwise altered;

c) certify and keep at the principal office of the Corporation, or such other place as the Board of Directors may order, a book of the minutes of all proceedings of the members and the Board of Directors, whether annual, regular, or special;

d) see that all notices are duly given in accordance with the provisions of the Articles of Organization, these By-laws or as required by law;

e) be custodian of the records and of the seal of the Corporation and see that it is engraved, lithographed, printed, stamped, impressed upon, or affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of, these By-laws;

f) see that the books, reports, statements, and other documents and records required by law are properly kept and filed;

g) exhibit at all reasonable times to any member or Director, upon application, the Articles of Organization as amended from time to time, these By-laws as amended from time to time, and the minutes of proceedings of the members and of the Board of Directors;

h) if required to do so by the Board of Directors, give a bond for the faithful discharge of his duties in such sum, and with such sureties, as the Board of Directors shall require;

i) in the absence of the Chairman of the Board. and the President preside at all meetings of the Board;

j) in the absence of the President preside at all meetings of the members;

k) in general perform all the duties incident to the office of Clerk and such other duties as from time to time may be assigned him/her by the Board of Directors.

ARTICLE VIII

Staff, Contracts, Checks, Drafts, Bank Accounts, Etc.

Section 1. Staff. The Board of Directors may provide for the designation and hiring of paid staff to assist the President, Treasurer and Clerk in administering and directing the affairs of the Corporation on a daily basis and to implement the policies and procedures determined by the Board. The hiring of paid staff is subject to the Corporation's financial ability to pay said staff.

Section 2. Contracts. To the extent that the Board of Directors may specifically authorize, the President and Treasurer, or such other agent appointed by the Board of Directors, may in the name of the Corporation, execute and deliver, bids, proposals for contracts and contracts with any government or any branch or division of any government, or with any person, corporate or otherwise, or to give bond required for the faithful performance of such contracts in connection therewith.

Section 3. Loans. To the extent the Board of Directors may specifically authorize, the President and Treasurer, or such other agent appointed by the Board, may effect loans or advances at any time for the Corporation from any bank, trust company or other institution or from any firm or individual, including officers and directors of the Corporation and for such loans and advances may make, execute and deliver promissory notes or other evidences of indebtedness of the Corporation, but no officer or agent shall, for purposes of giving security for any such loan or advance mortgage, pledge, hypothecate or transfer any property whatsoever owned or held by the Corporation, except when specifically authorized by a resolution of the Board of Directors. Said loans shall not exceed twenty-fi.ve (25%) of the previous years annual revenue and shall be deposited directly into the Corporation's account.

Section 4. Checks, drafts, etc. All checks, drafts, orders for payment of money, bills of lading, warehouse receipts, obligations, bills of exchange and insurance certificates shall be signed or endorsed by the President and Treasurer, unless some other officer or officers, agent or agents of the Corporation shall from time to time be authorized to do so by resolution of the Board of Directors.

Section 5. Deposits and Accounts. All funds of the Corporation, not otherwise employed, shall be deposited from time to time in general or specific accounts in such banks, trust companies or other depositories as the Board of Directors may select by resolution. For the purposes of deposit and for the purpose of collection for the account of the Corporation, checks, drafts and other orders for payment of money which are payable to the Corporation may be endorsed, assigned and delivered by any officer of the Corporation or other agent specifically authorized to do so by the Board of Directors.

ARTICLE IX

Financial Administration

Section 1. Responsibility. The authority and responsibility for the financial administration of the Corporation shall be conducted as set forth in these By-laws, and shall be administered by the Treasurer.

Section 2. Fiscal Year. The fiscal year of the corporation shall be January 1 to December 31.

ARTICLE X

Seal

The seal of the corporation shall be circular in form bearing the outline of a five fronded Cannabis leaf and shall bear the inscription Massachusetts Cannabis Reform Coalition, Inc. 1990. The treasurer shall have custody of the seal and may affix it (as may any other officer if authorized by the directors) to any instrument requiring the corporate seal.

ARTICLE XI

CONTROL OVER BY-LAWS

These By-Laws may be altered, amended or repealed and any new By-Laws adopted at any annual or special meeting of the members by an affirmative vote of a majority of the current members present at such meeting unless a greater proportion shall be required under any other provision hereof or by the affirmative vote of a majority of the Board of Directors at any meeting of the Board except with respect to any provision of the By-Laws which by law, the Articles of Organization and By-Laws themselves requires action by the members, provided, however, that notice of a proposal to alter, amend or repeal these By-Laws or adopt new By-Laws shall be included in the notice of any meeting at which such alteration, amendment or repeal or adoption is considered and., providing further, that any alteration or repeal of these By-Laws or any new By-Law adopted by the Board of Directors may be amended or repealed by the members.

ARTICLE XI

Effect Of Provisions Of Law And Articles Of Organization

Each of the provisions of these By-Laws shall be subject to and controlled by any specific provisions of law or the Articles of Organization, which relate to their subject matter, and shall also be subject to any exceptions, or more specific provisions, dealing with the subject matter, appearing elsewhere in these By-Laws as amended from time to time.

AMENDMENTS TO BY-LAWS ADOPTED BY THE MEMBERSHIP AT ITS FIRST ANNUAL MEETING JANUARY 19, 1991

ARTICLE III.

MEMBERSHIP

Section 2. Members Meetings. By adding Section 2.1.2 Regular Meetings. There shall in addition to the annual meeting be three regular meetings to be schedule for the same date and place and to be held before the regular meetings of the Board of Directors held pursuant to Article V, Section 3.

ARTICLE IV

Board of Directors

Section 2. Number. delete seven and substitute thirteen. Section 8. Compensation. delete four and substitute seven.

ARTICLE V

Meetings of the Board of Directors

Section 6. Quorum. delete four and substitute seven.

ARTICLE VI.

OFFICERS

Section 1. Officers., was amended to read, "The officers of the corporation shall be a President, Treasurer, Clerk, Corresponding Secretary, Press Secretary and Membership-Liaison-Coordinator and such other officers as the Board of Directors may designate. The President, Treasurer, Clerk, Press Secretary and Membership Liaison Coordinator shall be members of the Board of Directors".

Section 2. Election and Terms of Office was amended by deleting the words President, Treasurer and Clerk and substituting "President, Treasurer, Clerk, Correspondence Secretary, Press Secretary and Membership Liaison Coordinator".

ARTICLE VII

DUTIES OF OFFICERS

By Adding Section 4. Correspondence Secretary. The Correspondence Secretary shall:

a) work to improve the distribution of work throughout the organization.

b) implement the telephone action network and serve as Chairperson of the Telephone Rapid Action Committee. c) discover and implement ways of more efficiently using the resources and talents of the individual members of the organization.

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d) encourage increased activity in the general membership.

e) serve on the Membership committee.

f) acknowledge receipt of dues and/or contributions from new and existing members.

g) correspond with persons making inquiry of the organization about membership and activities, h) direct individual members suggestions and complaints to the Membership Liaison Coordinator.

Adding Section Press Secretary. The Press Secretary shall:

a) keep and maintain a press portfolio, which may include such things as a clipping file and a release file. b) track media coverage, especially through the use of the press portfolio, to judge

the effectiveness of our media campaigns.

c) foster good relationships with the press; including maintaining a priority press list, a general press list and following up on contacts within the media.

d) writing press releases.

e) serving on the Communications and Information Committees.

Adding Section 6. Membership Liaison Coordinator. The Membership Liaison Coordinator shall bring the concerns and complaints of the membership to the attention of the Board.

Amendments to By-Laws Adopted April 28, 1991

ARTICLE IV

Board of Directors

Section 7.1 Membership on Committees. No person shall be appointed, nor serve as an official member of more than 3 Committees of the Board of Directors. However, no person shall be prohibited from attending any meeting of any Committee.

Section 7.2 Meeting of Committees. All standing committees shall. hold meetings in person or telephonically at least bimonthly.

Section 7.3 Meetings of Committees.- All sta7nding committees shall keep written minutes of their meetings and all proposals that would result in expenditures of the corporations funds not previously appropriated or authorized shall be referred to the Board of Directors thru the President, Clerk and/or the Chairman of the Board for action by the Board of Directors.

ARTICLE V

Meetings of the Board of Directors

Section 4.1. Special Meetings When Held. The Board of Directors shall hold Special Meetings in person or telephonically at least every other month, except in months where a regular meeting is scheduled, in which case, they shall meet in person or telephonically at least eighteen (18) days prior to the regular meeting to set the agenda.

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