EXHIBIT 3.5

BYLAWS

OF

UNITED CANNABIS CORPORATION

(a Colorado corporation)

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TABLE OF CONTENTS

	Page
ARTICLE I – OFFICES	5
1.1 Business Office	5
1.2 Registered Office	5
ARTICLE II - SHARES AND TRANSFER THEREOF	5
2.1 Regulation	5
2.2 Certificates for Shares	5
2.3 Cancellation of Certificates	5
2.4 Lost, Stolen or Destroyed Certificates	6
2.5 Transfer of Shares	6
2.6 Transfer Agent	6
2.7 Close of Transfer Book and Record Date	6
ARTICLE III - SHAREHOLDERS AND MEETINGS THEREOF	7
3.1 Shareholders of Record	7
3.2 Meetings	7
3.3 Annual Meetings	7
3.4 Special Meetings	7
3.5 Notice	8
3.6 Meeting of all Shareholders	8
3.7 Voting Record	8
3.8 Quorum	8
3.9 Manner of Acting	9
3.10 Proxies	9
3.11 Voting of Shares	9
3.12 Voting of Shares by Certain Holders	9
3.13 Informal Action by Shareholders	9
3.14 Voting by Ballot	10
3.15 Cumulative Voting	10
ARTICLE IV - DIRECTORS, POWERS AND MEETINGS	10
4.1 Board of Directors	10
4.2 Regular Meetings	10
4.3 Special Meetings	10
4.4 Notice	10
4.5 Participation by Electronic Means	11
4.6 Quorum and Manner of Acting	11

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4.7 Organization	11
4.8 Presumption of Assent	11
4.9 Informal Action by Directors	11
4.10 Vacancies	11
4.11 Compensation	12
4.12 Removal of Directors	12
4.13 Resignations	12
4.14 General Powers	12
ARTICLE V – OFFICERS	12
5.1 Term and Compensation	12
5.2 Powers	13
5.3 Compensation	14
5.4 Delegation of Duties	14
5.5 Bonds	14
5.6 Removal	14
ARTICLE VI – FINANCE	14
6.1 Reserve	14
6.2 Banking	14
ARTICLE VII – DIVIDENDS	15
ARTICLE VIII - CONTRACTS, LOANS AND CHECKS	15
8.1 Execution of Contracts	15
8.2 Loans	15
8.3 Checks	15
ARTICLE IX – INDEMNIFICATION	15
9.1 Directors	15
9.2 Officers and Others	15
9.3 Insurance	16
9.4 Definition of "Director"	16
9.5 Non-Exclusivity of Rights	16
ARTICLE X - FISCAL YEAR	16
ARTICLE XI - CORPORATE SEAL	16
ARTICLE XII – AMENDMENTS	17

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ARTICLE XIII - EXECUTIVE COMMITTEE	17
13.1 Appointment	17
13.2 Authority	17
13.3 Tenure and Qualifications	17
13.4 Meetings	17
13.5 Quorum	17
13.6 Informal Action by Executive Committee	18
13.7 Vacancies	18
13.8 Resignations and Removal	18
13.9 Procedure	18
ARTICLE XIV - EMERGENCY BYLAWS	18
CERTIFICATE	19

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ARTICLE I

OFFICES

1.1

Business Office.  The principal office shall be 10235 Woodrose Lane, Highlands Ranch, CO  80129.  Other offices and places of business may be established from time to time by resolution of the Board of Directors or as the busi­ness of the corporation may require.

1.2

Registered Office.  The registered office of the corpora­tion, required by the Colorado Business Corporation Act to be maintained in the State of Colorado, may be, but need not be, identical with the principal office in the State of Colorado, and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE II

SHARES AND TRANSFER THEREOF

2.1

Regulation.  The Board of Directors may make such rules and regulations as it may deem appropriate concerning the issuance, transfer and registration of certificates for shares of the corporation, including the appointment of transfer agents and registrars.

2.2

Certificates for Shares.  Certificates represent­ing shares of the corporation shall be consecutively numbered for each class of shares, or series thereof, as they are issued, shall be impressed with the corporate seal or a facsimile thereof, and shall be signed by the Chairman or Vice Chairman of the Board of Directors or by the Presi­dent or a Vice-President and by the Treasurer or an Assist­ant Treasurer or by the Secretary or an Assistant Secretary; provided that any or all of the signatures may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the corpora­tion itself or its employee.  Each certificate shall state the name of the corporation, the fact that the corporation is organized or incorporated under the laws of the State of Colorado, the name of the person to whom issued, the date of issue, the class (or series of any class), the number of shares repre­sented thereby and the par value of the shares represented thereby or a statement that such shares are without par value.  A statement of the designations, prefer­ences, quali­fications, limitations, restrictions and special or relative rights of the shares of each class shall be set forth in full or summarized on the face or back of the cer­tificates which the corporation shall issue, or in lieu thereof, the certificate may set forth that such a statement or summary will be furnished to any shareholder upon request without charge.  Each certificate shall be otherwise in such form as may be prescribed by the Board of Directors and as shall conform to the rules of any stock exchange on which the shares may be listed.  The corporation shall not issue cer­tificates representing fractional shares and shall not be obligated to make any transfers creating a fractional in­terest in a share of stock.  The corporation may issue scrip in lieu of any fractional shares, such scrip to have terms and conditions specified by the Board of Directors.

2.3

Cancellation of Certificates.  All certificates sur­rendered to the corporation for transfer shall be can­celled and no new certificates shall be issued in lieu thereof until the former certificate for a like number of shares shall have been surrendered and cancelled, except as herein provided with respect to lost, stolen or destroyed certificates.

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2.4

Lost, Stolen or Destroyed Certificates.  Any shareholder claiming that his certificate for shares is lost, stolen or destroyed may make an affidavit or affirma­tion of the fact and lodge the same with the Secretary of the corpora­tion, accompanied by a signed application for a new certifi­cate.  Thereupon, and upon the giving of a satis­factory bond of indemnity to the corporation not exceeding an amount double the value of the shares as represented by such certificate (the necessity for such bond and the amount required to be determined by the President and Treasurer of the corporation), a new certificate may be issued of the same tenor and representing the same number, class and series of shares as were represented by the certificate al­leged to be lost, stolen or destroyed.

2.5

Transfer of Shares.  Subject to the terms of any shareholder agreement relating to the transfer of shares or other transfer restrictions contained in the Articles of Incorporation or authorized therein, shares of the corpora­tion shall be trans­ferable on the books of the corporation by the holder thereof in person or by his duly authorized attorney, upon the surrender and cancella­tion of a certifi­cate or certificates for a like number of shares.  Upon presentation and surrender of a certificate for shares prop­erly endorsed and payment of all taxes therefor, the trans­feree shall be entitled to a new certificate or certificates in lieu thereof.  As against the corporation, a transfer of shares can be made only on the books of the corporation and in the manner hereinabove provided, and the corporation shall be entitled to treat the holder of record of any share as the owner thereof and shall not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person, whether or not it shall have ex­press or other notice thereof, save as expressly provided by the statutes of the State of Colorado.

2.6

Transfer Agent.  Unless otherwise specified by the Board of Directors by resolution, the Secretary of the cor­poration shall act as transfer agent of the certificates representing the shares of stock of the corporation.  He shall maintain a stock transfer book, the stubs in which shall set forth among other things, the names and addresses of the holders of all issued shares of the corporation, the number of shares held by each, the certificate numbers representing such shares, the date of issue of the certifi­cates represent­ing such shares, and whether or not such shares originate from original issue or from transfer.  Sub­ject to Section 3.7, the names and addresses of the share­holders as they appear on the stubs of the stock transfer book shall be conclusive evidence as to who are the share­holders of record and as such entitled to receive notice of the meetings of shareholders; to vote at such meetings; to examine the list of the shareholders entitled to vote at meetings; to receive dividends; and to own, enjoy and exer­cise any other property or rights deriving from such shares against the corporation.  Each shareholder shall be respon­sible for notifying the Secretary in writing of any change in his name or address and failure so to do will relieve the corporation, its directors, officers and agents, from li­ability for failure to direct notices or other docu­ments, or pay over or transfer dividends or other property or rights, to a name or address other than the name and address appear­ing on the stub of the stock transfer book.

2.7

Close of Transfer Book and Record Date.  For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders, or any adjourn­ment thereof, or entitled to receive payment of any dividend, or in order to make a deter­mination of shareholders for any other proper purpose, the Board of Directors may provide that the stock transfer books shall be closed for a stated period, but not to exceed, in any case, fifty days.  If the stock

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transfer books shall be closed for the purpose of determining shareholders entitled to notice of, or to vote at a meeting of shareholders, such books shall be closed for at least ten days immediately preceding such meeting.  In lieu of closing the stock transfer books, the Board of Di­rectors may fix in advance a date as the record date for any such determination of share­holders, such date in any case to be not more than fifty days and, in case of a meeting of shareholders, not less than ten days prior to the date on which the particular action requiring such deter­mination of shareholders is to be taken.  If the stock transfer books are not closed and no record date is fixed for the deter­mination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to re­ceive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such deter­mination of sharehold­ers.  When a determina­tion of share­holders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

ARTICLE III

SHAREHOLDERS AND MEETINGS THEREOF

3.1

Shareholders of Record.  Only shareholders of record on the books of the corporation shall be entitled to be treated by the corporation as holders in fact of the shares standing in their respective names, and the corpora­tion shall not be bound to recognize any equitable or other claim to, or interest in, any shares on the part of any other person, firm or corporation, whether or not it shall have express or other notice thereof, except as expressly provided by the laws of Colorado.

3.2

Meetings.  Meetings of shareholders shall be held at the principal office of the corporation, or at such other place as specified from time to time by the Board of Di­rectors.  If the Board of Directors shall specify another location such change in location shall be recorded on the notice calling such meeting.

3.3

Annual Meeting.  In the absence of a resolution of the Board of Directors providing otherwise, the annual meet­ing of share­holders of the corporation for the election of directors, and for the transaction of such other business as may prop­erly come before the meeting, shall be held at such time as may be determined by Board of Directors by resolution in conformance with Colorado law.  If the election of Direc­tors shall not be held on the day so designated for any annual meeting of the shareholders, the Board of Directors shall cause the elec­tion to be held at a special meeting of the shareholders as soon thereafter as may be con­venient.

3.4

Special Meetings.  Special meetings of share­holders, for any purpose or pur­poses, unless otherwise pre­scribed by statute, may be called by the President, the Board of Direc­tors, the holders of not less than one-tenth of all the shares entitled to vote at the meeting, or legal counsel of the corporation as last designated by resolution of the Board of Directors.

3.5

Notice.  Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered unless otherwise prescribed by statute not less than ten days nor more than sixty days before the date of the meeting, either personally or by mail, by or at the di­rection of the President, the Secretary, or the

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officer or person calling the meeting to each shareholder of record entitled to vote at such meeting; except that, if the authorized shares are to be increased, at least thirty days' notice shall be given.  Notice to share­holders of record, if mailed, shall be deemed given as to any shareholder of record, when deposited in the United States mail, addressed to the shareholder at his address as it appears on the stock transfer books of the corporation, with postage thereon prepaid, but if three successive letters mailed to the last-known address of any shareholder of record are returned as undeliverable, no further notices to such shareholder shall be necessary, until another ad­dress for such share­holder is made known to the corporation.

3.6

Meeting of All Shareholders.  If all of the share­holders shall meet at any time and place, either within or without the State of Colorado, and consent to the holding of a meeting at such time and place, such meeting shall be valid without call or notice, and at such meeting any cor­porate action may be taken.

3.7

Voting Record.  The officer or agent having charge of the stock transfer books for shares of the corporation shall make, at least ten days before such meeting of share­holders, a complete record of the shareholders entitled to vote at each meeting of share­holders or any adjournment thereof, arranged in alphabetical order, with the address and the number of shares held by each.  The record, for a period of ten days prior to such meeting, shall be kept on file either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held, whether within or without the State of Colorado, and shall be sub­ject to inspection by any share­holder for any purpose ger­mane to the meeting at any time during usual business hours.  Such record shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder for any purpose germane to the meeting during the whole time of the meeting for the pur­poses thereof.  The original stock trans­fer books shall be the prima facie evidence as to who are the shareholders entitled to examine the record or transfer books or to vote at any meeting of shareholders.

3.8

Quorum.  A majority of the outstanding shares of the corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at any meeting of share­holders, except as otherwise provided by the Colorado Bus­iness Corporation Act and the Articles of Incor­poration.  In the absence of a quorum at any such meeting, a majority of the shares so represented may adjourn the meeting from time to time for a period not to exceed sixty days without further notice.  At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed.  The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

3.9

Manner of Acting.  If a quorum is present, the affirma­tive vote of the majority of the shares represented at the meeting and entitled to vote on the subject matter shall be the act of the shareholders, unless the vote of a greater proportion or number or voting by classes is other­wise required by statute or by the Articles of Incorporation or these Bylaws.

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3.10

Proxies.  At all meetings of shareholders a shareholder may vote in person or by proxy executed in writ­ing by the share­holder or by his duly authorized attorney-in-fact.  Such proxy shall be filed with the Secretary of the corporation before or at the time of the meeting.  No proxy shall be valid after three years from the date of its execu­tion, unless otherwise provided in the proxy.

3.11

Voting of Shares.  Unless otherwise provided by these Bylaws or the Articles of Incorporation, each out­standing share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders, and each fractional share shall be entitled to a corresponding fractional vote on each such matter.

3.12

Voting of Shares by Certain Holders.  Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the bylaws of such corpora­tion may prescribe, or, in the absence of such provision, as the Board of Directors of such other corporation may deter­mine.  Shares standing in the name of a deceased person, a minor ward or an incompetent person, may be voted by his administrator, executor, court appointed guardian or con­servator, either in person or by proxy without a transfer of such shares into the name of such administrator, executor, court appointed guardian or conservator.  Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.  Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name if authority so to do be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be en­titled to vote such shares until the shares have been trans­ferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so trans­ferred.  Neither shares of its own stock belonging to this corporation, nor shares of its own stock held by it in a fiduciary capacity, nor shares of its own stock held by another corporation if the majority of shares entitled to vote for the election of directors of such corporation is held by this corporation may be voted, directly or in­directly, at any meeting and shall not be counted in deter­mining the total number of outstanding shares at any given time.  Redeemable shares which have been called for redemp­tion shall not be entitled to vote on any matter and shall not be deemed outstanding shares on and after the date on which written notice of redemption has been mailed to share­holders and a sum sufficient to redeem such shares has been irrevocably deposited or set aside to pay the redemption price to the holders of the shares upon surrender of certifi­cates there­for.

3.13

Informal Action by Shareholders.  Any action required or permitted to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by shareholders holding not less than the minimum number of votes that would be necessary to authorize or take an action at a meeting at which all of the shares entitled to vote thereon were present and voted.

3.14

Voting by Ballot.  Voting on any question or in any election may be by voice vote unless the presiding of­ficer shall order or any shareholder shall demand that vot­ing be by ballot.

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3.15

Cumulative Voting.  No shareholder shall be per­mitted to cumulate his votes by giving one candidate as many votes as the number of such directors multiplied by the num­ber of his shares shall equal, or by distributing such votes on the same principal among any number of candidates.

ARTICLE IV

DIRECTORS, POWERS AND MEETINGS

4.1

Board of Directors.  The business and affairs of the corporation shall be managed by a board of not less than one (1) nor more than seven (7) directors.  Directors need not be share­holders of the corporation or residents of the State of Colorado and who shall be elected at the annual meeting of shareholders or some adjournment thereof.  Directors shall hold office until the next suc­ceeding annual meeting of shareholders and until their suc­cessors shall have been elected and shall qualify.  The Board of Directors may increase or decrease, to not less than one (1) nor more than three (3), the number of directors by resolu­tion.

4.2

Regular Meetings.  A regular, annual meeting of the Board of Directors shall be held at the same place as, and immediately after, the annual meeting of shareholders, and no notice shall be required in connection therewith.  The annual meeting of the Board of Directors shall be for the purpose of electing officers and the transaction of such other business as may come before the meeting.  The Board of Directors may provide, by resolu­tion, the time and place, either within or without the State of Colorado, for the holding of additional regular meetings without other notice than such resolution.

4.3

Special Meetings.  Special meetings of the Board of Directors may be called by or at the request of the President or any two directors if there are two or more directors of the Corporation.  The person or persons authorized to call special meetings of the Board of Di­rectors may fix any place, either within or without the State of Colorado, as the place for holding any special meeting of the Board of Direc­tors called by them.

4.4

Notice.  Written notice of any special meeting of directors shall be given as follows:

(a)

By mail to each director at his business ad­dress at least three days prior to the meeting; or

(b)

By personal delivery or e-mail at least twenty-four hours prior to the meeting to the business ad­dress of each director, or in the event such notice is given on a Saturday, Sunday or holiday, to the residence address or e-mail address of each director.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, so ad­dressed, with postage thereon prepaid.  If notice be given by e-mail, such notice shall be deemed to be delivered when the e-mail is sent.  Any director may waive notice of any meeting.  The atten­dance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the trans­action of any business because the meeting is not lawfully called or convened.  Neither the business to be transacted at, nor the purpose of, any regular or

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special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

4.5

Participation by Electronic Means.  Except as may be otherwise provided by the Articles of Incorporation or Bylaws, members of the Board of Directors or any committee designated by such Board may participate in a meeting of the Board or committee by means of conference telephone or similar communica­tions equipment by which all persons par­ticipating in the meeting can hear each other at the same time.  Such participation shall constitute presence in per­son at the meeting.

4.6

Quorum and Manner of Acting.  A quorum at all meetings of the Board of Directors shall consist of a majority of the number of directors then holding office, but a smaller number may adjourn from time to time without further notice, until a quorum is secured.  The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Di­rectors, unless the act of a greater number is required by the laws of the State of Colorado or by the Articles of In­corpora­tion or these Bylaws.

4.7

Organization.  The Board of Directors shall elect a chairman to preside at each meeting of the Board of Di­rectors.  The Board of Directors shall elect a Secretary to record the discus­sions and resolutions of each meeting.

4.8

Presumption of Assent.  A director of the corpora­tion who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such dissent by regis­tered mail to the Secretary of the corporation immediately after the adjournment of the meeting.  Such right to dissent shall not apply to a director who voted in favor of such action.

4.9

Informal Action By Directors.  Any action required or permitted to be taken by the Board of Directors, or a committee thereof, at a meeting may be taken without a meet­ing if a consent in writing, setting forth the action so taken, shall be signed by all the directors or all the com­mittee members entitled to vote with respect to the subject matter thereof.

4.10

Vacancies.  Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors.  A director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office, and shall hold such office until his successor is duly elected and shall qualify.  Any di­rectorship to be filled by reason of an increase in the num­ber of directors shall be filled by the affirmative vote of a majority of the directors then in office or by an election at an annual meeting, or at a special meeting of share­holders called for that purpose.  A director chosen to fill a position resulting from an increase in the number of di­rectors shall hold office only until the next election of directors by the shareholders.

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4.11

Compensation.  By resolution of the Board of Di­rectors and irrespective of any personal interest of any of the members, each director may be paid his expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a stated salary as director or a fixed sum for attendance at each meeting of the Board of Directors or both.  No such payment shall preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

4.12

Removal of Directors.  Any director or directors of the corporation may be removed at any time, with or with­out cause, in the manner provided in the Colorado Busines­s Corporation Act.

4.13

Resignations.  A director of the corporation may resign at any time by giving written notice to the Board of Directors, President or Secretary of the corporation.  The resignation shall take effect upon the date of receipt of such notice, or at any later period of time specified there­in.  The acceptance of such resignation shall not be neces­sary to make it effective, unless the resignation requires it to be effective as such.

4.14

General Powers.  The business and affairs of the corporation shall be managed by the Board of Directors which may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directed or required to be exercised or done by the shareholders.  The directors shall pass upon any and all bills or claims of officers for salaries or other compensation and, if deemed advisable, shall contract with officers, employees, di­rectors, attorneys, ac­countants, and other persons to render services to the corporation.

ARTICLE V

OFFICERS

5.1

Term and Compensation.  The elective officers of the corporation shall consist of at least a President, a Secretary and a Treasurer, each of whom shall be eighteen years or older and who shall be elected by the Board of Directors at its first meeting of the Board held after each annual meeting of the shareholders.  Unless removed in accordance with procedures established by law and these Bylaws, the said officers shall serve until the next succeeding annual meeting of the Board of Directors and until their respective successors are elected and shall qualify.  Any number of offices may be held by the same person at the same time.  The Board may elect or appoint such other officers and agents as it may deem advisable, who shall hold office during the pleasure of the Board.

5.2

Powers.  The officers of the corporation shall exercise and perform the respective powers, duties and func­tions as are stated below, and as may be assigned to them by the Board of Directors.

(a)

The President shall be the chief executive officer of the corporation and shall, subject to the control of the Board of Directors, have general supervision, direc­tion and control of the business and officers of the cor­poration.  He shall preside, when present, at all meetings of the

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shareholders and of the Board of Directors unless a different chairman of such meetings is elected by the Board of Directors.

(b)

In the absence or disability of the President, the Vice-President or Vice-Presidents, if any, in order of their rank as fixed by the Board of Directors, and if not ranked, the Vice-Presidents in the order designated by the Board of Directors, shall perform all the duties of the President, and when so acting shall have all the powers of, and be subject to all the restrictions on the President.  Each Vice-President shall have such other powers and perform such other duties as may from time to time be assigned to him by the President or the Board of Directors.

(c)

The Secretary shall prepare and maintain accurate minutes of all meetings of the shareholders and the Board of Directors unless a different Secretary of such meetings is elected by the Board of Directors.  He shall keep, or cause to be kept a record of the shareholders of the corporation and shall be responsible for the giving of notice of meetings of the shareholders or the Board of Directors.  The Secretary shall prepare and maintain any and all other records and information required to be kept by the corporation under Section 7-116-101 of the Colorado Business Corporation Act.  The Secretary shall have the responsibility for authenticating records of the corporation.  The Secretary shall be custodian of the records and of the seal of the corpora­tion and shall attest the affixing of the seal of the cor­poration when so authorized.  The Secretary or Assistant Secretary shall sign all stock certificates, as described in Section 2.2 hereof.  The Secretary shall perform all duties commonly incident to his office and such other duties as may from time to time be assigned to him by the President or the Board of Directors.

(d)

An Assistant Secretary may, at the request of the Secre­tary, or in the absence or disability of the Secre­tary, perform all of the duties of the Secretary.  He shall perform such other duties as may be assigned to him by the President or by the Secretary.

(e)

The Treasurer, subject to the order of the Board of Directors, shall have the care and custody of the money, funds, valuable papers and documents of the corpora­tion.  He shall keep accurate books of accounts of the cor­poration's transactions, which shall be the property of the corporation, and shall render financial reports and state­ments of condition of the corporation when so requested by the Board of Directors or President.  The Treasurer shall perform all duties commonly incident to his office and such other duties as may from time to time be assigned to him by the President or the Board of Directors.  In the absence or disability of the President and Vice-President or Vice-Presidents, the Treasurer shall perform the duties of the President.

(f)

An Assistant Treasurer may, at the request of the Treas­urer, or in the absence or disability of the Trea­surer, perform all of the duties of the Treasurer.  He shall perform such other duties as may be assigned to him by the President or by the Treasurer.

5.3

Compensation.  All officers of the corporation may receive salaries or other compensation if so ordered and fixed by the Board of Directors.  The Board of Directors shall have authority to fix salaries in advance for stated periods or render the same retroactive as the Board may deem advisable.

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5.4

Delegation of Duties.  In the event of absence or inability of any officer to act, the Board of Directors may delegate the powers or duties of such officer to any other officer, director or person whom it may select.

5.5

Bonds.  If the Board of Directors by resolution shall so require, any officer or agent of the corporation shall give bond to the corporation in such amount and with such surety as the Board of Directors may deem sufficient, conditioned upon the faithful perfor­mance of their respec­tive duties and offices.

5.6

Removal.  Any officer or agent may be removed by the Board of Directors or by the executive committee, if any, whenever in its judgment the best interest of the cor­poration will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Election or appointment of an officer or agent shall not, of itself, create contract rights.

ARTICLE VI

FINANCE

6.1

Reserve Funds.  The Board of Directors, in its uncontrolled discretion, may set aside from time to time, out of the net profits or earned surplus of the corporation, such sum or sums as it deems expedient as a reserve fund to meet contingencies, for equalizing dividends, for maintain­ing any property of the corporation, and for any other purpose.

6.2

Banking.  The moneys of the corporation shall be deposited in the name of the corporation in such bank or banks or trust company or trust companies, as the Board of Directors shall designate, and may be drawn out only on checks signed in the name of the corporation by such person or persons as the Board of Directors, by appropriate resolu­tion, may direct.  Notes and commercial paper, when author­ized by the Board, shall be signed in the name of the cor­poration by such officer or officers or agent or agents as shall thereunto be authorized from time to time.

ARTICLE VII

DIVIDENDS

Subject to the provisions of the Articles of Incorpora­tion and the laws of the State of Colorado, the Board of Directors may declare dividends whenever, and in such amounts, as in the Board's opinion the condition of the af­fairs of the corporation shall render such advisable.

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ARTICLE VIII

CONTRACTS, LOANS AND CHECKS

8.1

Execution of Contracts.  Except as otherwise pro­vided by statute or by these Bylaws, the Board of Directors may authorize any officer or agent of the corporation to enter into any contract, or execute and deliver any instru­ment in the name of, and on behalf of the corporation.  Such authority may he general or confined to specific instances and, unless so authorized, no officer, agent or employee shall have any power to bind the corporation for any pur­pose, except as may be necessary to enable the corporation to carry on its normal and ordinary course of business.

8.2

Loans.  No loans shall be contracted on behalf of the corporation and no negotiable paper shall be issued in its name unless authorized by the Board of Directors.  When so authorized, any officer or agent of the corporation may effect loans and advances at any time for the corporation from any bank, trust company or institution, firm, corpora­tion or individual.  An agent so authorized may make and deliver promissory notes or other evidence of indebtedness of the corporation and may mortgage, pledge, hypothecate or transfer any real or personal property held by the corpora­tion as security for the payment of such loans.  Such authority, in the Board of Directors' discretion, may be general or confined to specific instances.

8.3

Checks.  Checks, notes, drafts and demands for money or other evidence of indebtedness issued in the name of the corpora­tion shall be signed by such person or persons as designated by the Board of Directors and in the manner the Board of Directors prescribes.

ARTICLE IX

INDEMNIFICATION

9.1

Directors.  The Corporation shall indemnify directors of the Corporation in their capacities as directors pursuant to the procedures set forth in, and to the fullest extent authorized by, Colorado law as the same exists or may hereafter be amended.  The right to indemnification provided herein shall be a contract right and shall include the right to be paid by the Corporation in accordance with Colorado law for expenses incurred in advance of any proceeding's final disposition.

9.2

Officers and Others.  The Corporation may indemnify and advance expenses to officers, employees, fiduciaries and agents of the Corporation as it deems appropriate and as permitted by Colorado law.  No such indemnification shall be made without the prior approval of the Board of Directors and the determination by the Board of Directors that such indemnification is permissible, except pursuant to a contract approved by the Board of Directors.

9.3

Insurance.   The Corporation may purchase and maintain insurance for itself and on behalf of any person who is or was a director, officer, employee, fiduciary or agent of the Corporation or who, while a director, officer, employee, fiduciary or agent of the Corporation, is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee, fiduciary, or agent of another foreign or domestic corporation or of any partnership, joint venture, trust, other enterprise, other person, or employee benefit plan against any liability asserted against or

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incurred by him in any such capacity or arising from his status as such, whether or not the Corporation would have the power to indemnify him against such liability.

9.4

Definition of "Director."  The term "director" for purposes of this Article means an individual who is or was a director of the Corporation or an individual who, while a director of the Corporation, is or was serving at the Corporation's request as a director, officer, partner, trustee, employee, fiduciary, or agent of another foreign or domestic corporation or of any partnership, joint venture, trust, other enterprise, other person, or employee benefit plan.  A director shall be considered to be serving an employee benefit plan at the Corporation's request if his duties to the Corporation also impose duties on, or otherwise involve services by, him to the plan or to participants in or beneficiaries of the plan.  The term "director" includes, unless the context otherwise requires, the estate or personal representative of a director.

9.5

Non-Exclusivity of Rights.  The foregoing rights of indemnification and insurance shall not be exclusive of, or in any manner limit, other rights to which any director may be entitled as a matter of law, or to the extent not prohibited by law, by a contract approved by the Board of Directors.

ARTICLE X

FISCAL YEAR

The fiscal year of the corporation shall be the year adopted by resolution of the Board of Directors.

ARTICLE XI

CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of in­corporation and the words "CORPORATE SEAL".

ARTICLE XII

AMENDMENTS

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority of the Directors present at any meeting of the Board of Directors of the cor­poration at which a quorum is present to the extent permitted by the Colorado Business Corporation Act.

ARTICLE XIII

EXECUTIVE COMMITTEE

13.1

Appointment.  The Board of Directors by resolu­tion adopted by a majority of the full Board, may designate two or more of its members to constitute an executive com­mittee.  The designa­tion of such committee and the delega­tion thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any respon­sibility imposed by law.

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13.2

Authority.  The executive committee, when the Board of Directors is not in session shall have and may exercise all of the authority of the Board of Directors except to the extent, if any, that such authority shall be limited by the resolution appointing the executive committee and except also that the executive committee shall not have the authority of the Board of Directors in reference to amending the Articles of Incorporation, adopting a plan of merger or consolidation, recommending to the shareholders the sale, lease or other disposition of all or substantially all of the property and assets of the corporation otherwise than in the usual and regular course of its business, recom­mending to the shareholders a voluntary dissolution of the corporation or a revocation thereof, or amending the Bylaws of the corporation.

13.3

Tenure and Qualifications.  Each member of the executive committee shall hold office until the next regular annual meeting of the Board of Directors following his designa­tion.

13.4

Meetings.  Regular meetings of the executive committee may be held without notice at such time and places as the executive committee may fix from time to time by resolu­tion.  Special meetings of the executive committee may be called by any member thereof upon not less than one day's notice stating the place, date and hour of the meeting, which notice may be written or oral, and if mailed, shall be deemed to be delivered when deposited in the United States mail addressed to the member of the executive committee at his business address.  Any member of the executive committee may waive notice of any meeting and no notice of any meeting need be given to any member thereof who attends in person.  The notice of a meeting of the executive committee need not state the business proposed to be transacted at the meeting.

13.5

Quorum.  A majority of the members of the execu­tive committee shall constitute a quorum for the transaction of business at any meeting thereof, and action of the execu­tive committee must be authorized by the affirmative vote of a majority of the members present at a meeting at which a quorum is present.

13.6

Informal Action by Executive Committee.  Any action required or permitted to be taken by the executive committee at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members of the committee entitled to vote with respect to the subject matter thereof.

13.7

Vacancies.  Any vacancy in the executive com­mittee may be filled by a resolution adopted by a majority of the full Board of Directors.

13.8

Resignations and Removal.  Any member of the executive committee may be removed at any time with or with­out cause by resolution adopted by a majority of the full Board of Directors.  Any member of the executive committee may resign from the executive committee at any time by giv­ing written notice to the President or Secretary of the cor­poration, and unless otherwise specified therein, the accep­tance of such resignation shall not be necessary to make it effective.

13.9

Procedure.  The executive committee shall elect a presiding officer from its members and may fix its own rules of procedure which shall not be inconsistent with these Bylaws.  It shall

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keep regular minutes of its proceedings and report the same to the Board of Directors for its in­formation at the meeting thereof held next after the pro­ceedings shall have been taken.

ARTICLE XIV

EMERGENCY BYLAWS

The Emergency Bylaws provided for in this Article shall be operative during any emergency in the conduct of the busi­ness of the corporation resulting from an attack on the United States or any nuclear or atomic disaster, notwith­standing any different provision in the preceding articles of the Bylaws or in the Articles of Incorporation of the corporation or in the Colorado Business Corporation Act.  To the extent not inconsistent with the provi­sions of this Article, the Bylaws provided in the preceding articles shall remain in effect during such emergency and upon its termination the Emergency Bylaws shall cease to be operative.

During any such emergency:

(a)

A meeting of the Board of Directors may be called by any officer or director of the corporation.  Notice of the time and place of the meeting shall be given by the person calling the meeting to such of the directors as it may be feasible to reach by any available means of communication.  Such notice shall be given at such time in advance of the meeting as circumstances permit in the judg­ment of the person calling the meeting.

(b)

At any such meeting of the Board of Directors, a quorum shall consist of the number of directors in atten­dance at such meeting.

(c)

The Board of Directors, either before or dur­ing any such emergency, may, effective in the emergency, change the principal office or designate several alternative principal offices or regional offices, or authorize the of­ficers so to do.

(d)

The Board of Directors, either before or dur­ing any such emergency, may provide, and from time to time modify, lines of succession in the event that during such an emergency any or all officers or agents of the corporation shall for any reason be rendered incapable of discharging their duties.

(e)

No officer, director or employee acting in accor­dance with these Emergency Bylaws shall be liable ex­cept for willful miscon­duct.

(f)

These Emergency Bylaws shall be subject to repeal or change by further action of the Board of Directors or by action of the shareholders, but no such repeal or change shall modify the provisions of the next preceding paragraph with regard to action taken prior to the time of such repeal or change.  Any amendment of these Emergency Bylaws may make any further or different provision that may be practical and necessary for the circumstances of the emergency.

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CERTIFICATE

I hereby certify that the foregoing Bylaws constitute the Bylaws of UNITED CANNABIS CORPORATION, adopted by the Board of Directors of the corporation as of March 27, 2014.

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