VENUS SOCIAL CLUB BY-LAWS

VENUS is a private, for members only, fraternal organization located at 1405 Dutch Valley Place, Atlanta, Georgia 30324. Our phone number is (404) 876-4306. We are organized and exist to support the right of privacy and the swingers lifestyle. We are primarily a heterosexual organization, but membership is open to all advocates of the swingers lifestyle. Our clubhouse is available for use by members only and is not open to the public. In order to join, you must be 21 years of age and able top present a valid State issued driver's license or picture ID to prove your age. You must agree to our rules of conduct and sign our membership application. Currently, annual memberships are $50 per year. We hold an annual meeting of members on the first Thursday of February each year. We also regularly hold meetings to discuss and support political issues consistent with the right of privacy and the swingers lifestyle. A newsletter is regularly produced and sent to members to discuss new events and issues that are important to the cause .

ARTICLE ONE. OFFICES

1. 1 Business office The Club shall maintain a business office.

1.2 Other Offices The Club may have offices at such place or places, within or without the State of Georgia, as the Board of Directors may from time to time appoint or may. require or make desirable.

ARTICLE TWO: MEMBERS' MEETINGS

2.1 Place of Meetings Meetings of the Members may be held at any place within or without the State of Georgia as set forth in the Notice, thereof, or if no place is so specified, at the business offices of the Club.

2.2 Annual Meetings The annual meeting of Members shall be held on the first Thursday in February of each year, unless that day be a legal holiday, and in that event on the next succeeding business day, for the purpose of electing directors and transacting any and all business that may properly come before the meeting.

2.3 Substitute Annual Meeting If the annual meeting is not held on he day designated in Section 2.2 any business, including the elecion of directors, which might properly'have been acted upon at that rneeting may be acted upon at a subsequent Members' meeting held pursuant to these By? laws.

2.4 Special Meetings Special meetings of the members may be called at any time by the Directors.

2.5 Notice of Meeting A written or printed notice of each members meeting, stating the place, day and hour of the meeting, shall be delivered not less than ten (10) days nor more than fifty (50) days before the date thereof, either personally or by mail, to each member of record entitled to vote at such meeting. In the case of an annual or substitute annual meeting, the notice of the meeting need not state the purpose or purposes of the meeting. In the case of a special meeting, the Notice of Meeting shall state the purpose or purposes for which the meeting is called.

2.6 Voting Each member shall be entitled to vote on each matter submitted to a vote at a meeting of members. Voting on all matters shall be by voice vote or by Show of hands

2.7 Presiding Office The Chairman of the Board of Directors shall serve as a chairman of every members meeting unless some other person is appointed by the chairman to serve. The chairman shall appoint such persons as he deems required to assist with the meeting.

2.8 Adjournments Any meeting of the members may be adjourned by a majority of the members present at the meeting to reconvene at a specific time and place. It shall not be necessary to give any notice of the reconvened meeting or of the business to be transacted, if the time and place of the reconvened meeting are announced at the meeting which was adjourned.. At any such reconvened meeting, any business may be transacted which could have been transacted at the meeting which was adjourned.

ARTICLE THREE., BOARD OF DIRECTORS

3.1 General Powers The business and affairs of the Club shall be managed by the Board of Directors. In addition to the powers and authority expressly conferred upon it by these By?laws, the Board of Directors may exercise all such powers of the Club and do all such acts and things, directed or required to be exercised or done by the members.

3.2 Number, Election and Term of Office The number of Directors of the Club shall be three (3) . Except as provided in Section 3.4, the Directors shall be reappointed or not reappointed at each annual meeting. The directors shall present a recommendation for 3 directors to be voted on. The recommended directors shall be elected to serve for the upcoming term unless two?thirds (2/3) of its members present vote against any director. If any recommended Director candidate is rejected, nominations and a vote for such position shall be held and the nominated candidate with the majority of votes of the members present shall be elected. Each director, except in case of death, resignation, retirement, disqualification, or removal, shall serve until the next succeeding annual meeting and thereafter until his successor shall have been elected and qualified.

3.3 Vacancies A vacancy occurring on the board of Directors may be filled for the unexpired term, and until the members shall have elected a successor, by affirmative vote of a majority of the Directors remaining in office

3.4 Compensation Directors may receive such compensation for their services as Directors as may from time to time be fixed by vote of the Board of Directors. A Director may also serve the Club in a capacity other than that of Director and receive compensation, as determined by the Board of Directors for services rendered in that other capacity.

3.5 Committees of the Board of Directors The Board of Directors, by resolution adopted by a majority of the full Board of Directors may designate among its members an executive committee and one or more other committees, each consisting of three or more Directors. Except as prohibited by. law, each committee shall have the authority set forth in the resolution establishing such committees.

3.6 Chairman of the Board The Directors shall elect one of their number as chairman of the Board.

3.7 The Directors shall be authorized to spend money or contribute money to Privacy, First Amendment, or Swingers issues as is deemed useful to the Club, at their discretion. The vote shall be by a majority of Directors. A special meeting is not necessary but is optional in authorizing such payments.

ARTICLE FOUR: INDEMNIFICATION

4.1 Indemnification Each director of this Club shall be indemnified by this Club against those expenses which are reasonably incurred in connection with any action, suit, or proceeding completed, pending or threatened, in which such person may be involved by reason of his being or having been a director of this Club or of such other enterprises. The Club may purchase and maintain insurance on behalf of such directors against any liabilities asserted against such person.

ARTICLE FIVE: MISCELLANEOUS

5.1 Inspection of Books and Records The Board of Directors shall have power to determine which accounts, books and records of the Club shall be open to the inspection of members, except such as may by law be specifically open to inspection, and shall have power to fix reasonable rules and regulations not in conflict with the applicable law for the inspection of accounts books and records which by determination of the Board of Directors shall be open to inspection. The Directors intend to use their best efforts to refuse to disclose membership lists to anyone for any reason.

ARTICLE SIX AMENDMENTS

6.1 Power to Amend By-laws The Board of Directors shall have power to alter, amend or repeal these By-laws or adopt new By-laws. When you apply for membership you must sign a statement stating that you have read and understood the above rules of conduct and have received a copy of the By-Laws and agree to abide by them.