BYLAWS OF STUDENTS FOR SENSIBLE…

                          BYLAWS OF
         STUDENTS FOR SENSIBLE DRUG POLICY FOUNDATION
                 DRAFT TO BE Adopted June 12, 2006

ARTICLE I -- Purpose and offices.

Section 1.01 Purpose.
       The Students for Sensible Drug Policy Foundation (hereafter "SSDP" or the
"organization") is a nonprofit corporation formed under the District of Columbia
Nonprofit Organization Act organized exclusively for educational purposes within
the meaning of section 501(c)(3) of the Internal Revenue Code. SSDP is
committed to providing education on harms caused by the War on Drugs, working
to involve youth in the political process, and promoting an open, honest, and
rational discussion of alternative solutions to our nation's drug problems.

Section 1.02 Location of offices.
       The principal office of Students for Sensible Drug Policy shall be located
within or without the District of Columbia at such place as the Board of Directors
shall from time to time designate, which shall be known as the "national office."
The Organization may maintain additional offices at such other places within or
without the District of Columbia as the Board of Directors may designate.

ARTICLE II ­ Board of Directors.

Section 2.01 Powers of the Board.
       The business and affairs of the Organization shall be managed under the
direction of the Board of Directors (or the "Board"). Members of the Board are
hereafter called "Directors."

Section 2.02 Number of Directors.
       The number of Directors constituting the entire Board of Directors shall be
not less than three nor more than twenty-one. The number of Directors may be
increased or decreased by the affirmative vote of a two-thirds majority of the
Board of Directors. No reduction in the size of the Board shall affect the tenure of
office of any incumbent Director.

Section 2.03 Term of Directors.
      ( a ) Each Student Director shall serve a term of approximately two years
commencing with the Annual Meeting. Student Directors may be re-elected to
subsequent two-year terms. Appointed Directors shall be appointed for a term of
one or two years as the Board may decide for each Appointed Director at the time
SSDP Bylaws, adopted June 12, 2006, page 2

of appointment. There is no limit on the number of terms a Director may serve.
The Secretary of the Board shall record the dates on which Directors are elected.

       ( b ) (1) For a period of ninety days after the term expires, former Directors
shall be available to consult with the Board at meetings and otherwise.

            (2) In the event that the Executive Director declares an intention to
resign, or the position otherwise becomes vacant, and the process for selecting and
hiring a permanent replacement for the Executive Director cannot reasonably be
completed before the Election of Directors and Alternates as set forth in Section
2.05, the terms of Directors then serving (including Appointed Directors) shall
continue until the Board completes the process of selecting and hiring a permanent
Executive Director. Such Directors shall continue to serve with Directors elected
pursuant to Section 2.05. However, in the election of officers pursuant to Section
6.01, the directors whose terms are extended by this paragraph shall not be eligible
to serve or to vote. At the conclusion of the process of selecting and hiring the
Executive Director, the Board shall adopt a resolution declaring the process
concluded, and the terms of Directors extended by this paragraph shall terminate.

      ( c ) If a Director's term expires and a successor has not been elected, the
Director shall continue to serve ­
             (1) if a Student Director, until the Director's successor is elected at the
             next Congress, or if an Appointed Director, until the Director's
             successor is elected at the next Board Meeting at which Appointed
             Directors are elected ; or
             (2) until the Board eliminates the directorship by reducing the size of
             the Board of Directors.

       ( d ) The membership of the Board of Directors will have staggered terms so
that roughly one-half of the elected Directors seats will terminate each year. If due
to resignations or other reasons, the staggered membership of the board becomes
unbalanced, the board may provide that some number of the Directors to be elected
at a Congress or to be appointed by the Board shall serve terms of only one year.

Section 2.04 Qualifications.
       ( a ) At least two-thirds of the sitting Directors must be students elected by
Congress. A "student" is an individual accepted, enrolled, or committed to
enrolling within one year of election, in a college, university, post-secondary
educational institution, or other educational institution as determined by the Board,
either full- or part-time; or a full-time student at a private or public high school.
SSDP Bylaws, adopted June 12, 2006, page 3

       ( b ) A student elected to the Board who becomes a non-student may remain
on the Board for the remainder of his or her term, and shall continue to be counted
as student Director. Such Directors of the Board may not be re-elected as a student
Director of the Board, unless they commit in writing before their term expires to
enroll, within one year of re-election, in an accredited post-secondary educational
institution, either full- or part-time.

       ( c ) Up to one-third of the sitting Directors may be appointed to the Board
by the Board pursuant to section 2.05(d). Individuals are eligible for appointment
by the Board if they bring some area of expertise to the Organization, including,
but not limited to, experience serving on non-profit boards, working or
volunteering for drug policy reform, raising funds, networking with prominent
individuals and institutions, substantial service to SSDP, or other expertise.
Students, whether they have served as student Directors or not, may be appointed
to the Board by the Board.

 Section 2.05 Election of Directors and Alternates.
       ( a ) (1) As stated in Article IV, the Congress shall elect the student
Directors of the Board of Directors. At each annual national Congress, the
Congress will elect the number of Student Directors to fill the vacant Student
Director seats on the Board. Vacant seats means the seats of those directors whose
terms are expiring, adjusted, if necessary, by any change in the size of the Board.
The vacant Student Director seats shall be filled by an equivalent number of
candidates who receive the greatest number of votes cast by the chapter
representatives voting at the Congress.

              (2) The three candidates for student directors who receive the greatest
number of votes cast, after candidates who have been elected to fill the vacant
seats, shall be elected Alternate Directors. Alternate Directors shall serve for one-
year, until the election of new Alternate Directors by the succeeding Congress,
unless they fill a vacant Student Director seat pursuant to section 2.06(a) in which
case they shall serve as a Director for the remainder of the term of the Student
Director replaced. The Board may adopt a resolution providing that Alternate
Directors shall receive communications regarding Board business.

             (3) The Board shall appoint an election committee to carry out the
process of nominating and electing Student Directors and Alternate Directors at the
Congress.
SSDP Bylaws, adopted June 12, 2006, page 4

       ( b ) The election committee shall draft procedures for the election of
Student Directors at the Congress. Pursuant to such procedures the election
committee shall ­
              (1) at least two months in advance of a Congress issue a notice to
Chapters that they may nominate candidates for the Board;
              (2) confirm the willingness of nominees to serve as a Director or
Alternate Director;
              (3) obtain a statement from nominees to provide to the Congress about
the nominees' qualifications, reasons for serving, and objectives for board service;
              (4) notify the Chapters of the slate of nominees and each nominee's
statement in advance of the Congress; and
              (5) notify nominees and Chapters of the committee's procedure for
introduction of candidates at the Congress, for voting, and for a fair count of the
votes.

      ( c ) The election committee shall conduct the election and report the tally of
the vote to the Chair; and the Chair shall report the vote to the Congress.

      ( d ) Following the Congress, the student directors shall meet to elect any
Appointed Directors. Appointed directors may be students, but are not to be
counted as students for the purposes of these bylaws.

       ( e ) The Executive Director shall serve on the board and count as an
Appointed Director. The Executive Director's term on the board shall expire when
he or she leaves the office of Executive Director. The Executive Director may not
serve as an officer of the Board as described in Article VI.

      ( f ) The Chair of the Advisory Council elected pursuant to Article VIII shall
serve on the board ex officio, but shall not be eligible to vote or to be counted for
purpose of a quorum.

Section 2.06 Vacancies and Newly Created Directorships.
       ( a ) A vacancy among the student Directors on the Board of Directors
created by resignation, removal, disability or death shall be filled by Alternate
Director One at the next meeting of the Board. Subsequent vacancies, if any shall
be filled in the same manner, by Alternate Directors Two and Three. An Alternate
Director shall be promptly notified of the vacancy and shall receive all board
communications upon the creation of the vacancy. An Alternate Director who fills
a vacancy shall serve for the remainder of the term of the director whose departure
from the board created the vacant position. Any additional vacancies among
SSDP Bylaws, adopted June 12, 2006, page 5

Student Directors that occur more than 30 days before a Congress shall be filled by
the Board by electing a student to serve until the next Congress.

       ( b ) Any vacancy resulting from an increase in the number of directors may
be filled by the Board of Directors at any annual, regular or special meeting.
Expansion of the board does not automatically seat Alternate Directors.

Section 2.07 Disqualification and Removal of Directors.
      ( a ) A Student Director elected to a two year term on the qualification of
making a commitment to enroll in school within one year shall report to the Board
one month prior to the Congress that such enrollment has been made. If such
enrollment has not been made, the seat shall then become vacant and shall be filled
by election at the Congress.

       ( b ) A Director may notify the Chair of the Board that he or she will offer a
resolution to remove another Director. At any time, it is in order for the Board to
consider and adopt such a resolution to remove a Director, with or without cause,
by a three-fourths vote of the Directors, provided that --
       ( 1 ) notice of the proposed action is provided to all Directors at least two
weeks prior to the day such resolution is proposed to be considered;
       ( 2 ) at least three-fourths of all the Directors then serving participate in the
Meeting at which the action is considered; and
       ( 3 ) that the Director against whom the removal resolution has been filed is
allowed to fully participate in the Meeting.

Section 2.08 Resignation.
       A Director may resign at any time by providing written notice to the Board
Chair or Secretary. Any resignation shall take effect at the time received, unless
another time is specified in such notice. Unless otherwise specified in the notice
of resignation, no acceptance of such resignation shall be necessary to make it
effective.

Section 2.09 Quorum of Directors and Action by the Board.
      Unless a greater proportion of the Board is required by law, by the Articles
of Incorporation, or by another provision of these bylaws, 50 percent plus one of
the Board of Directors then in office shall constitute a quorum for the transaction
of business. Except as otherwise specifically provided by law or these Bylaws, all
actions of the Board are valid if approved by a vote of 50 percent plus one of the
Directors voting.
SSDP Bylaws, adopted June 12, 2006, page 6

Section 2.10 Meetings of the Board.
        ( a ) An Annual Meeting of the Board of Directors shall be held each year in
November near the place of the meeting of the annual Congress, as soon as
possible after the Congress as is reasonable, for the transaction of such business as
may properly come before the meeting. Student Directors whose terms are expiring
at this time shall continue in office until the third to last item of business. The
second to last item of business shall be the appointment of Appointed Directors
pursuant to section 2.05( d ). The last item of business at the Annual Meeting shall
be the election of Officers for the next year.

     ( b ) Regular meetings of the Board shall be held at such times and places as
may be fixed by the Board.

      ( c ) Special meetings of the Board may be held at any time whenever called
by the Chair of the Board, or if the Chair is vacant, by the Vice-Chair, or by a
request of one-third of the directors.

      ( d ) Regular and special meetings of the Board may be held at any place as
provided in the notice of meeting.

       ( e ) The Chair of the Board shall ensure that an officer of the Board of
Directors clearly notifies all Directors about time, place and means of each Board
meeting by email, telephone, letter, or other form of communication. Notice of the
annual meeting and regular meetings shall be made at least thirty days before the
date of the proposed meeting. A special meeting may be convened no less than
forty-eight hours before notice has been directed to the last Director to be notified.

Section 2.11 Meetings of the Board by telephone conference or other means.
       Meetings of the Board may be held in part or entirely by telephone
conference call, live video conference, or other communications technology, as
long as all Directors participating can simultaneously communicate with each other
in real-time.

Section 2.12 Compensation of Directors.
       The Organization shall not pay any compensation to directors for services
rendered to the Organization as directors. However, directors may be reimbursed
for actual expenses reasonably incurred in the performance of their duties to the
Organization, upon approval by the Board.

ARTICLE III ­ Chapters
SSDP Bylaws, adopted June 12, 2006, page 7

Section 3.01 Chapter Qualification, Approval and Reporting.
       ( a ) The Organization shall grant Charters to groups the privilege of
identifying themselves as "chapters" of Students for Sensible Drug Policy. A
group may be recognized as an SSDP chapter if ­
              (1) it is an organized group of persons, one of whom must be a student
(as defined in section 2.04); and
              (2) ( A ) is recognized by the administration of a school as an
established group,
                      ( B ) at least one member of the group attended an SSDP
              conference, or
                      ( C ) the group's activity merits chapter status.

       ( b ) A school is defined as a college, university, post-secondary educational
institution, a private or public secondary school, or other educational institution as
determined by the Board.

        ( c ) The Board may delegate to the Executive Director the authority to
develop further qualifications for chapters, a process to review applications for
chapter status, and to charter chapters. No school may designate a group as a
chapter of SSDP independently of an action by the Organization. No group may
call itself a chapter of the Organization unless it has received notification from the
Organization.

      ( d ) Every spring, in a manner requested by the Executive Director,
Chapters shall report to the Organization on their activities, identify the chapter
leadership for the fall, and provide contact information for chapter leadership for
the summer.

     ( e ) No group or chapter has any right to use the name Students for Sensible
Drug Policy or SSDP unless authorized by the Organization.

Section 3.02 Chapter policy guidelines, legal status and revocation of charters.
       ( a ) Chapters are encouraged to adopt guidelines regarding organizational
purposes and activities, for democratic governance of the chapter, against
discrimination, against the use of violence, and regarding such other policies as
required by the Organization. A group's acceptance of recognition as a chapter is
also an acceptance of the right of the Organization to take any necessary steps to
inquire into the practices and finances of any chapter to assure that a chapter is
fully complying with the Bylaws and policies of the Organization, and all legal
requirements.
SSDP Bylaws, adopted June 12, 2006, page 8

       ( b ) Chapters are not legal subsidiaries of the Organization. Chapters are
independent legal entities. The Organization assumes no liability for the debts,
contracts, actions, business affairs or other activities of any chapter. Chapters in
their business affairs shall notify all parties with whom they conduct business that
they are acting as independent legal entities and that the Organization is not and
cannot be bound by any chapter, nor can the Organization be liable for any debts,
acts of negligence, misconduct, or other actions undertaken by any chapter, unless
the Board has specifically authorized such action.

       ( c ) The Organization may take any necessary steps to inquire into the
practices and finances of any chapter to assure that a chapter is fully complying
with the Bylaws and policies of the Organization, and all legal requirements.

       ( d ) The Organization may delegate to the Executive Director the authority
to revoke any group's Charter, Chapter status and privilege to use the name
"Students for Sensible Drug Policy," "SSDP," or any of its trademarks, if the
Executive Director determines ­
              ( 1 ) that a chapter is not upholding the mission and values of the
Organization,
              ( 2 ) if a chapter engages or has engaged in any conduct that brings
discredit to the Organization, or
              ( 3 ) for any other reason.

       ( e ) A chapter may appeal a decision to revoke its charter to the Board by
notifying the Chair. The Board shall schedule a meeting to be held within 30 days
of receipt of such notice to consider the appeal, and its action shall be conclusive.
Other than such appeal, no chapter has a right to any other hearing or other
procedure to challenge any action by the Organization to revoke a group's status as
a chapter.

Section 3.03 Power of Chapters.
      Each recognized Chapter is permitted one vote in the sessions of the
Organization's annual national Congress. The Organization may set forth a
procedure for chapters to select their representative to speak and cast votes in the
national Congress.

Section 3.04 No Chapter Dues.
       The Organization shall not require Chapters to pay dues to the Organization
in the form of money or other services.
SSDP Bylaws, adopted June 12, 2006, page 9

Article IV ­ Congress
Section 4.01 Annual Congress ­ time, place and quorum.
       The Organization shall have an annual national Congress composed of
members from each recognized Chapter. The time and place of the Congress
(usually to be held in November) shall be determined by the Board of Directors. A
quorum for the Congress shall be a minimum of ten chapters, unless there are less
than twelve chapters recognized by the Organization in which case a quorum shall
be composed of representatives of three-quarters of the authorized chapters. The
Congress shall be chaired by the Chair of the Board of Directors. The Board of
Directors shall authorize the agenda, and set forth the procedure for governing the
meetings of the Congress and any committees of the Congress. Any questions of
procedure not specifically addressed by the Board's rules for the Congress, shall be
resolved by following the Standard Code of Parliamentary Procedure, Third
edition, revised by the American Institute of Parliamentarians, or any subsequent
edition.

Section 4.02 Powers of Congress.
      ( a ) Congress shall, by resolution, recommend those matters to be part of the
Organization's national agenda.
      ( b ) Congress shall elect students to serve on the Organization's Board of
Directors pursuant to Article II.
      ( c ) Congress may nominate persons to be considered by the student
Directors of the Board for appointment to the board pursuant to Section 2.05(d).
Nominations shall be accompanied by a statement of qualification of the nominee.

ARTICLE V ­ Members.

Section 5.01 Regular members.
      In addition to members of Chapters, any person may become a Regular
Member of SSDP by paying an annual contribution to the national office. Members
under this Article shall have no voting rights or power to participate in the
management of the Organization.

Section 5.02 Honorary members.
       The Board of Directors may from time to time establish honorary titles for
persons who may make contributions to the Organization. Such titles may include
the word "member" but inclusion of such term shall not give any such person legal
rights as a member of the Organization. Such members are encouraged to make
financial contributions to support the Organization.
SSDP Bylaws, adopted June 12, 2006, page 10

ARTICLE VI ­ Officers

Section 6.01 Officers of the Board.
       At the conclusion of the Annual Meeting, the Board of Directors shall, from
among the Directors, elect a Chair, Vice-Chair, Secretary and Treasurer, whose
powers and duties are set forth in section 6.05, and may create and elect such other
officers as it considers desirable. Any two or more offices, except those of Chair
and Secretary, may be held by the same person. An officer is elected by a vote of
50% plus one of those Directors voting. The election of an officer shall not itself
create contracts. The officers shall carry out their duties always subject to the
supervision and authority of the Board.

Section 6.02 Term of Office and Removal.
       ( a ) Each officer shall hold office for a term of approximately one year and
until his or her successor has been elected. Unless otherwise provided by
resolution, all officers shall be elected at the first meeting of the Board following a
Congress.
       ( b ) A Director may notify the Chair of the Board that he or she will offer a
resolution to remove an officer alleging that the best interests of the Organization
will be served by such removal. At the next meeting of the Board, it is in order at
any time for the Board to consider and adopt such a resolution to remove an
officer. If the officer proposed to be removed is the Chair, the Chair shall appoint
the Secretary to chair the meeting for the purpose of considering the resolution,
unless the Secretary is the author of the resolution. If the Secretary is unavailable
or declines, then the Chair may appoint any other director to chair the meeting for
the consideration of the resolution. The officer proposed to be removed shall be
allowed to fully participate in the consideration of the resolution. The resolution, to
carry, shall be adopted by a vote of at least three-fourths of those Directors voting,
provided that ­
               (1) notice of the proposed action is provided to all Directors at least
two weeks prior to the day such resolution is proposed to be considered; and
               (2) at least three-fourths of all the Directors then serving participate in
the Meeting at which the action is considered.

      ( c ) The Chair, if removed, shall be replaced by the Vice Chair. Any other
vacancies created by removal or elevation of officers shall be filled by the board as
soon as possible pursuant to section 6.01. Such removal will be without prejudice
to any contract that may exist between the officer and the organization. Removal
from office is not a removal from the board.
SSDP Bylaws, adopted June 12, 2006, page 11

       Section 6.03 Resignation.
       Any officer may resign at any time by giving written notice to the Chair.
Unless otherwise specified in the written notice, the resignation shall be effective
upon delivery to the Organization. The Chair, if he or she resigns, shall be replaced
by the Vice Chair. Any vacancies created by resignation or elevation of officers
shall be filled by the board as soon as possible pursuant to section 6.01.

Section 6.04 Executive Committee.
      The Chair, Vice Chair, Secretary, and Treasurer shall constitute the
Executive Committee. The Executive Committee shall have the authority to
perform any duties in the management of the Organization with the power and
authority of the Board when the board is not in session. All actions taken by the
Executive Committee shall be reported to the Board within two business days.

Section 6.05 Powers and Duties of Officers.
       ( a ) Chair.
       The Chair shall preside at all meetings of the Board of Directors and the
Congress. Subject to the supervision of the Board, the Chair shall perform all of
the duties customary to that office and shall supervise and control all of the affairs
of the Organization in accordance with policies of the Board. The Chair, or the
Chair=s designee, shall provide a report to the Chapters after each in-person Board
meeting, or other Board meeting in which significant decisions were reached.

       ( b )Vice-Chair.
       In the absence of the Chair, or in the event of an inability or refusal of the
Chair to serve, the Vice-Chair shall perform the duties of the Chair, and, when so
acting, shall have all the powers of the Chair. The Vice-Chair shall perform such
other duties and have such other powers as the Board or Chair may direct.

       ( c ) Secretary.
       The Secretary shall keep an accurate record of the meetings of the Board and
the actions taken by the Board. The Secretary shall cause all required notices of
meetings to be made in accordance with these Bylaws or as required by law, and in
general, shall perform all duties customary to the office of Secretary.

       ( d ) Treasurer.
       The Treasurer shall supervise the custody and proper handling, accounting
and administration of all funds and securities of the Organization. The Treasurer
shall keep, or cause to be kept, and oversee complete and accurate accounts of
receipts and disbursements of the Organization, and the deposit of all the funds of
SSDP Bylaws, adopted June 12, 2006, page 12

the Organization in the name and to the credit of the Organization in such banks as
the Board may designate. The books and records of accounts shall be kept at the
National Office, or if that is impractical, at such other place determined by the
Board, and shall be available for inspection by the Treasurer at any reasonable
time. The Treasurer shall be able to exhibit the books and accounts to any officer
or Director of the Organization, and shall perform all duties incident to the office
of Treasurer. Whenever required by the Board, the Treasurer shall provide a
statement of accounts.

Article VII ­ Employees and Staff.

Section 7.01 Staff
       ( a ) Executive Director.
       The Board may create a position of "Executive Director," to serve as chief
executive of the Organization. The Board may employ a person to serve as
Executive Director. The Board may delegate the authority to conduct the business
of the Organization to appropriate employees (hereinafter referred to as "Staff").
The Board may authorize the Executive Director to carry out the policies of the
Organization, to conduct the business of the Organization, to hire staff, to enter
into contracts and agreements, to lease real property for offices, to purchase or
lease office equipment and office supplies, to open bank accounts, make deposits,
sign and endorse checks on behalf of the Organization, to organize conferences, to
enter into coalitions, and otherwise have all of the powers of a chief executive
necessary to carry out the duties of chief executive of the Organization.

       ( b ) Other staff.
        The Executive Director may hire staff and commit to paying compensation
necessary to obtain the services of qualified persons, so long as such compensation
is not excessive when compared to non-profit corporations of the Organization's
stature in the same labor market. The Executive Director shall supervise and
review the performance of all staff, and may discharge any staff at his or her
discretion, pursuant to law. The Board retains the authority to discharge any staff,
pursuant to law, under the most exigent circumstances.

Article VIII ­ Advisory Council.

      The board may create an Advisory Council. The Board may name to the
advisory council individuals whose prominence and expertise qualifies such
persons to assist the Organization. The Executive Director shall from time to time
recommend to the Board persons appropriate to serve on the advisory council.
SSDP Bylaws, adopted June 12, 2006, page 13

Members of the advisory council shall carry out such responsibilities and provide
such advice and services as requested by the Board. The Board shall elect a
member of the advisory council to serve as chair of the advisory council. The
Board may remove any person from the Advisory Council at any time for any
reason, with or without cause.

ARTICLE IX ­ Miscellaneous.

Section 9.01 Non-Discrimination.
       SSDP will promote the full participation of persons in all of its activities
without regard to race, color, sex, disability, affectional or sexual orientation,
political affiliation, age, neuropharmacological variance, or national origin and
without requiring adherence to any particular interpretation of religion or to any
particular religious belief or creed.

Section 9.02 Parliamentary Authority.
       Any questions of procedure not covered by these bylaws shall be resolved
by following the Standard Code of Parliamentary Procedure, Third edition,
revised by the American Institute of Parliamentarians, or any subsequent edition.

Section 9.03 Fiscal Year.
      The fiscal year of the Organization shall be the calendar year.

Section 9.04 Checks, Notes, Contracts.
       The Board of Directors shall determine, and annually review, who shall be
authorized, on the Organization's behalf, to sign checks, or other orders for
payment of money; to sign acceptances, notes, or other evidences of indebtedness;
to enter into contracts; and to execute other documents and instruments.

Section 9.05 Books and Records.
      The Organization shall keep at its principal office (and, if it does not have its
principal office in the District of Columbia, at its registered office in the District of
Columbia) correct and complete books and records of account, the activities and
transactions of the Organization, minutes of the proceedings of the Board and any
committee of the Organization, and a current list of directors and officers of the
Organization and their residence addresses. The books, minutes and records of the
Organization shall be in written form or in any other form capable of being
converted into written form within a reasonable time.

Section 9.06 Amendment of Articles of Incorporation and Bylaws.
SSDP Bylaws, adopted June 12, 2006, page 14

       ( a ) The Articles of Incorporation of the Organization may be adopted,
amended or repealed by an affirmative vote of at least two-thirds of the Directors
then in office. The Bylaws of the Organization may be adopted, amended or
repealed by an affirmative vote of at least two thirds of the Board of Directors then
in office.

       ( b ) The actions in subsection ( a ) of this section may be taken only upon
the delivery of the proposed Bylaws, Articles of Incorporation, or amendments
thereto, to all Directors at least 48 hours in advance of the meeting at which such
action is proposed to be taken. The requirement of this notice does not apply to any
perfecting or other amendments made in the course of considering the proposed
Bylaws, Articles of Incorporation, or amendments thereto, which had been
submitted to the board 48 hours in advance of the meeting.

Section 9.07 Indemnification and Insurance.
       ( a ) Unless prohibited by law, the Organization may indemnify any director,
officer or employee, any former director or officer, or any person who may have
served at its request as a director or officer of another Organization, whether for
profit or not for profit, against any and all expenses and liabilities actually and
necessarily incurred by him or her, or imposed on him or her in connection with
any claim, action, suit, or proceeding (whether actual or threatened, civil, criminal,
administrative or investigative, including appeals) to which he or she may be or is
made a part by reason of being or having been such director, officer, or employee;
subject to the limitation that there shall be no indemnification in relation to matters
as to which he or she shall be adjudged in such claim, action, suit or proceeding to
be guilty of a criminal offense or liable to the Organization for damages arising out
of his or her own gross negligence or misconduct in the performance of a duty to
the Organization. Amounts paid in indemnification of expenses and liabilities may
include, but shall not be limited to counsel fees and other fees, costs and
disbursements and judgements, fines and penalties against, and amounts paid in
settlement by such director, officer or employee. The Organization may advance
expenses to, or where appropriate may itself, at its expense, undertake the defense
of any director, officer or employee; provided, however, that such director, officer
or employee shall undertake to repay or to reimburse such expense if it should be
ultimately determined that he or she is not entitled to indemnification under this
Article. The provision of this Article shall be applicable to claims, actions, suits or
proceedings made or commenced after the adoption hereof, whether arising from
acts or omissions to act occurring before or after adoption hereof. The
indemnification provided by this Article shall not exclude the applicability of any
other rights to which such director, officer, or employee may be entitled under any
SSDP Bylaws, adopted June 12, 2006, page 15

statute, Bylaw, agreement, vote of the Board of Directors, or otherwise, and shall
not restrict the power of the Organization to make any indemnification permitted
by law.

       ( b ) The Board of Directors shall direct the purchase of insurance on behalf
of all directors, officers, employees, or other agents against any liability that may
be asserted against or incurred by him or her which arises out of such person's
status as a director, officer, employee or agent, or out of acts taken in such
capacity, whether or not the Organization would have the power to indemnify the
person against that liability under law.

       ( c ) In no case, however, shall the Organization indemnify, reimburse , or
insure any person for any taxes imposed on such individual under chapter 42 of the
Internal Revenue Code of 1986 as now in effect or as may hereafter be amended
(the "Code"). Further, if at any time the Organization is deemed to be a private
foundation within the meaning of section 509 of the Code then, during such time,
no payment shall be made under this Article if such payment would constitute an
act of self-dealing or a taxable expenditure, as defined by sections 4941(d) or
4945(d), respectively, of the Code.

      ( d ) If any part of this Article shall be found in any action, suit, or
proceeding to be invalid or ineffective, the validity and the effectiveness of the
remaining parts shall not be affected.

Section 9.08 Loans to Directors, Officers and Employees.
      The Organization shall not make any loans to officers or directors.

Section 9.09 Dissolution of the Organization
        ( a ) The Board of Directors may dissolve the Organization by a vote of at
least four-fifths the Directors then in office, provided that
 (1) the motion has first been made at a meeting immediately prior to the Meeting
on which it will be voted,
(2) at least two weeks' notice of the proposed action is provided to all Directors,
and
(3) there is a special quorum of at least three-quarters of the Directors then in
office at the Meeting at which the action is considered. The two-week notice in
section 9.09 ( a )(2) may not be waived, and the Meeting must take place in person
or via telephone conference call.
SSDP Bylaws, adopted June 12, 2006, page 16

       ( b ) No resolution to dissolve the Organization is in order unless it is
accompanied by an up-to-date financial report, and a proposal for the distribution
of the assets and property of the Organization, pursuant to law.

       ( c ) In the event of the liquidation, dissolution, or winding up of the affairs
of the Organization, whether voluntary, involuntary, or by operation of law, the
Board of Directors shall, except as may be otherwise provided by law and specified
in the Articles of Incorporation, transfer all of the assets of the Organization as
directed by an affirmative vote of a majority of the Directors attending the meeting.

                                         ###

      These Bylaws were adopted in their entirety, pursuant to notice, a quorum
being present, at a regular meeting of the Board of Directors of the Students for
Sensible Drug Policy Foundation, on June 12, 2006.


                                         ________________________
                                         Secretary