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BY-LAWS
                                              OF
                               VALDOSTA COUNTRY CLUB, INC.

                                          ARTICLE I
                                       Name and Purpose

                 1.1. Name. The corporate name of the Club shall be VALDOSTA COUNTRY CLUB,
            INC. (hereinafter referred to as the "Club").

                 1.2. History. The Club is the, successor in interest to the Valdosta Country Club which
            was originally incorporated on January 20, 1917, by the granting of its Charter by the Honorable
            W. E. Thomas, Judge, Superior Court of Lowndes County, Georgia. The Valdosta Country Club
            continued  its  corporate  existence  from  its  original  incorporation  until  its  Charter  was
            administratively dissolved on April 29, 1988. In order to continue the purposes of the Valdosta
            Country  Club,  the  Club  was  re-incorporated  under  the  name  Valdosta  Country  Club,  Inc.  on
            December 15, 1995.
                 1.3. Ratification. The Club is the successor in interest to the Valdosta Country Club and
            all the actions taken on behalf of the Valdosta Country Club by its Board of Directors and/or
            Officers are hereby ratified, affirmed and approved in all respects except as may be hereinafter
            specifically provided in these By-Laws.

                 1.4 Non-Profit Corporation. The club is a non-profit corporation organized and existing
            under the Georgia Non-Profit Corporation Code (O.C.G.A. Section 14-3-101, et. seq.).



                                          ARTICLE II
                                           Property

                 2.1. Facilities. The property of the Club consists of the golf course, clubhouse, swimming
            pools, tennis courts, grill, pro-shop, lakes and docks (the "Facilities"), and such other buildings
            and equipment as are necessary for the upkeep and maintenance of the Facilities and the comfort
            of  the  Members  (as  that  term  is  hereinafter  defined).  For  the  purpose  of  these  By-laws,  the
            Facilities shall include equipment that may be leased for the benefit of the Members or from time
            to time rented to augment the Facilities of the Club.
                 2.2.  Responsibility  for  Non-Club  Property.  The  Club  will  not,  under  any
            circumstances, be responsible for property of Members, visitors, guests or other persons brought
            onto the Club Facilities for any purposes whatsoever. However, the Club may obtain insurance to
            cover loss of Members' property which is in the care, custody and control of the Club.





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