<Page>
Exhibit 3.13
CODE OF BYLAWS
OF
VENETIAN MARKETING, INC.
ARTICLE I
IDENTIFICATION
Section 1.01. NAME. The name of the corporation is VENETIAN MARKETING,
INC.
Section 1.02. REGISTERED OFFICE AND RESIDENT AGENT. The address of the
registered office of the corporation is 1700 Bank of America Plaza, 300 South
Fourth Street, Las Vegas, Nevada 89101; and the name of the resident agent at
this address is LIONEL SAWYER & COLLINS, LTD.
Section 1.03. FISCAL YEAR. The fiscal year of the corporation shall
begin on the 1st day of January in each year and end on the 31st day of December
next following.
ARTICLE II
STOCK
Section 2.01. ISSUANCE OF SHARES. Shares of stock may be issued for
labor, services, personal property, real estate or leases thereof or for money
from time to time by the Board of Directors. Treasury shares may be disposed of
by the corporation for such consideration as aforesaid from time to time by the
Board of Directors.
Section 2.02. PAYMENT OF SHARES. The consideration for the issuance of
shares may be paid, in whole or in part, in money, in other property, as
aforesaid, or in labor or services actually performed for the corporation. When
payment of the consideration for which shares are to be issued shall have been
received by the corporation, such shares shall be deemed to be fully paid and
nonassessable. Future services shall not constitute payment or part payment for
shares of the corporation. In the absence of fraud in the transaction, the
judgment of the Board of Directors as to the value of the consideration received
for shares shall be conclusive. No certificate shall be issued for any share
until the share is fully paid.
<Page>
Section 2.03. CERTIFICATES REPRESENTING SHARES. Each holder of the
shares of stock of the corporation shall be entitled to a certificate signed by
the President or a Vice President and the Secretary or an Assistant Secretary of
the corporation, certifying the number of shares owned by him in the
corporation.
Section 2.04. TRANSFER OF STOCK. The corporation shall register a
transfer of a stock certificate presented to it for transfer if:
(a) ENDORSEMENT. The certificate is properly endorsed by the
registered holder or by his duly authorized attorney;
(b) WITNESSING. The endorsement or endorsements are witnessed
by one witness unless this requirement is waived by the Secretary of the
corporation;
(c) ADVERSE CLAIMS. The corporation has no notice of any
adverse claims or has discharged any duty to inquire into any such claims;
(d) COLLECTION OF TAXES. There has been compliance with any
applicable law relating to the collection of taxes.
ARTICLE III
THE SHAREHOLDERS
Section 3.01. PLACE OF MEETINGS. Meetings of the Shareholders of the
corporation shall be held at the office of Messrs. Lionel Sawyer & Collins,
Ltd., legal counsel to the corporation, 1700 Bank of America Plaza, 300 South
Fourth Street, Las Vegas, Nevada, 89101, or at any other place within or without
the State of Nevada as may be designated in the notice thereof.
Section 3.02. ANNUAL MEETINGS. Unless the Shareholders shall have
executed and delivered a written consent electing at least one-fourth of the
directors annually, the annual meeting of the Shareholders shall be held each
year at the principal office of the corporation at the hour of 10:00 o'clock
A.M. on the anniversary date of the incorporation of this corporation, if this
day shall fall on a normal business day, and if not, then on the first following
normal business day. Failure to hold the annual meeting at the designated time
shall not work a forfeiture or dissolution of the corporation.
Section 3.03. SPECIAL MEETINGS. Special meetings of the Shareholders may
be called by the President, the Board of Directors, or by the Secretary at the
written request (stating the purpose or purposes for which the meeting is
called) of the holders of not less than one-tenth of all the shares entitled to
vote at the meeting.
2
<Page>
Section 3.04. NOTICE OF MEETINGS; WAIVER. 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 not less
than ten (10) nor more than sixty (60) days before the date of the meeting,
either personally or by mail, by or at the direction of the President, the
Secretary, or the officer or persons calling the meeting, to each registered
holder entitled to vote at such meeting. If mailed, such notice shall be deemed
to be delivered when deposited in the United States mail addressed to the
registered holder at his address as it appears on the stock transfer books of
the corporation, with postage on it prepaid. Waiver by a Shareholder in writing
of notice of a Shareholders' meeting shall constitute a waiver of notice of the
meeting, whether executed and/or delivered before or after such meeting.
Section 3.05. QUORUM. A majority of the shares entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting of the
Shareholders. The Shareholders present at a duly organized meeting may continue
to do business until adjournment, notwithstanding the withdrawal of enough
Shareholders to leave less than a quorum. The act of a majority of the shares
entitled to vote at a meeting at which a quorum is present shall be the act of
the Shareholders, unless a greater number is required by applicable law.
Section 3.06. PROXIES. A Shareholder may vote either in person or by
proxy executed in writing by the Shareholder or by his duly authorized
attorney-in-fact. No proxy shall be valid after six months from the date of its
creation, unless otherwise provided in the proxy.
Section 3.07. ACTION WITHOUT A MEETING. Any action that may be taken at
a meeting of the Shareholders, or of a committee, may be taken without a meeting
if a consent in writing, setting forth the actions taken, shall be signed by the
Shareholders, or the members of the committee, holding at least a majority of
the voting power, unless a greater proportion of voting power is required for
such an action at a meeting, as the case may be.
3
<Page>
ARTICLE IV
THE BOARD OF DIRECTORS
Section 4.01. NUMBER AND QUALIFICATIONS. The business and affairs of the
corporation shall be managed by a Board of two (2) Directors. The number of
Directors may be increased or decreased from time to time and at any time by the
Shareholders, or Board of Directors.
Section 4.02. ELECTION. Members of the initial Board of Directors shall
hold office until the first annual meeting of Shareholders and until their
successors shall have been elected and qualified. At the first annual meeting of
Shareholders and at each annual meeting thereafter, the Shareholders shall elect
Directors to hold office until the next succeeding annual meeting. Each Director
shall hold office for the term for which he is elected and until his successor
shall be elected and qualified. Notwithstanding anything herein to the contrary,
any Director may be removed from office at any time by the vote or written
consent of Shareholders representing not less than two-thirds of the issued and
outstanding stock entitled to vote.
Section 4.03. VACANCIES. Any vacancy occurring in the Board of Directors
may be filled by the affirmative vote of the 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,
subject to removal as aforesaid.
Section 4.04. PLACE OF MEETING. The Board of Directors, annual, regular
or special, may be held either within or without the State of Nevada.
Section 4.05. ANNUAL MEETINGS. Immediately after the annual meeting of
the Shareholders, the Board of Directors may meet each year for the purpose of
organization, election of officers, and consideration of any other business that
may properly be brought before the meeting. No notice of any kind to either old
or new members of the Board of Directors for this annual meeting shall be
necessary.
Section 4.06. OTHER MEETINGS. Other meetings of the Board of Directors
may be held upon notice by letter, telegram, facsimile, cable, or radiogram,
delivered for transmission not later than during the third day immediately
preceding the day for the meeting, or by word of mouth, telephone, or radiophone
received not later than during the second day preceding the day for the meeting,
upon the call of the President or Secretary of the corporation at any place
within or without the State of Nevada. Notice of any meeting of the Board of
Directors may be waived in writing signed by the person or persons entitled to
the notice, whether before or after the time of the meeting. Neither the
business to be transacted at, nor the purpose of, any meeting of the Board of
Directors need be specified in the notice or waiver of notice of the meeting.
4
<Page>
Section 4.07. QUORUM. A majority of the number of Directors holding
office shall constitute a quorum for the transaction of business. The act of the
majority of the Directors present at a meeting at which a quorum has been
achieved shall be the act of the Board of Directors unless the act of a greater
number is required by applicable law.
Section 4.08. ACTION WITHOUT A MEETING. Any action that may be taken at
a meeting of the Directors, or of a committee, may be taken without a meeting if
a consent in writing, setting forth the actions taken, shall be signed by all of
the Directors, or all of the members of the committee, as the case may be.
Section 4.09. LOANS. The Board of Directors shall have the following
power with respect to the lending of funds:
(a) LOAN OF FUNDS, GENERALLY. To lend money in furtherance of
any of the purposes of the corporation; to invest the funds of the corporation
from time to time; and to take and hold any property as security for the payment
of funds so loaned or invested; but to make no loans secured by the shares of
the corporation.
(b) LOAN TO EMPLOYEES. To lend money to its employees, other
than its officers and Directors, and to otherwise assist its employees,
officers, and Directors; but to make no loans secured by the shares of the
corporation.
ARTICLE V
THE OFFICERS
Section 5.01. OFFICERS. The officers of the corporation shall consist of
a President, Secretary and Treasurer, and may also include a Chairman of the
Board, one or more Vice Presidents, Assistant Secretaries, Assistant Treasurers,
or such other officers or assistant officers or agents as may be provided
herein, or otherwise deemed necessary, from time to time by the Board of
Directors. Officers need not be Directors of the corporation. Each officer so
elected shall hold office until his successor is elected and qualified, but
shall be subject to removal at any time by the vote or written consent of a
majority of the Directors.
Section 5.02. VACANCIES. Whenever any vacancies shall occur in any
office by death, resignation, increase in the number of offices of the
corporation, or otherwise, the same shall be filled by the Board of Directors,
and the officer so elected shall hold office until his successor is elected and
qualified, subject to removal as aforesaid.
Section 5.03. THE CHAIRMAN OF THE BOARD OF DIRECTORS. The Chairman of
the Board of Directors shall preside at all meetings of the Directors, discharge
all duties incumbent upon the presiding officer, and perform such other duties
as the Board of Directors may prescribe.
5
<Page>
Section 5.04. THE PRESIDENT. The President shall have active executive
management of the operations of the corporation, subject, however, to the
control of the Board of Directors. He shall preside at all meetings of
Shareholders, discharge all the duties incumbent upon a presiding officer, and
perform such other duties as this Code of Bylaws provides or the Board of
Directors may prescribe. The President shall have full authority to execute
proxies in behalf of the corporation, to vote stock owned by it in any other
corporation, and to execute powers of attorney appointing other corporations,
partnerships, or individuals the agent of the corporation.
Section 5.05. THE VICE PRESIDENT. The Vice President shall perform all
duties incumbent upon the President during the absence or disability of the
President, and shall perform such other duties as this Code of Bylaws may
provide or the Board of Directors may prescribe.
Section 5.06. THE SECRETARY. The Secretary shall attend all meetings of
the Shareholders and of the Board of Directors, and shall keep a true and
complete record of the proceedings of these meetings. He shall be custodian of
the records of the corporation. He shall attend to the giving of all notices and
shall perform such other duties as this Code of Bylaws may provide or the Board
of Directors may prescribe.
Section 5.07. THE TREASURER. The Treasurer shall keep correct and
complete records of account, showing accurately at all times the financial
condition of the corporation. He shall be the legal custodian of all moneys,
notes, securities, and other valuables that may from time to time come into the
possession of the corporation. He shall immediately deposit all funds of the
corporation coming into his hands in some reliable bank or other depositary to
be designated by the Board of Directors, and shall keep this bank account in the
name of the corporation. He shall furnish at meetings of the Board of Directors,
or whenever requested, a statement of the financial condition of the
corporation, and shall perform such other duties as this Code of Bylaws may
provide or the Board of Directors may prescribe. The Treasurer may be required
to furnish bond in such amount as shall be determined by the Board of Directors.
Section 5.08. TRANSFER OF AUTHORITY. In case of the absence of any
officer of the corporation, or for any other reason that the Board of Directors
may deem sufficient, the Board of Directors may transfer the powers or duties of
that officer to any other officer or to any Director or employee of the
corporation, provided a majority of the full Board of Directors concurs.
ARTICLE VI
NEGOTIABLE INSTRUMENTS, DEEDS, AND CONTRACTS
Section 6.01. All checks, drafts, notes, bonds, bills of exchange, and
orders for the payment of money of the corporation; all deeds, mortgages, and
other written contracts and agreements to which the corporation shall be a
party; and all assignments or
6
<Page>
endorsements of stock certificates, registered bonds, or other securities owned
by the corporation shall, unless otherwise required by law, or otherwise
authorized by the Board of Directors as hereinafter set forth, be signed by the
President or by anyone of the following officers: Vice President, Secretary, or
Treasurer. The Board of Directors may designate one or more persons, officers or
employees of the corporation, who may, in the name of the corporation and in
lieu of, or in addition to, those persons hereinabove named, sign such
instruments; and may authorize the use of facsimile signatures of any of such
persons. Any shares of stock issued by any other corporation and owned or
controlled by the corporation may be voted at any Shareholders' meeting of the
other corporation by the President of the corporation, if he be present; or, in
his absence, by the Secretary of the corporation and, in the event both the
President and Secretary shall be absent, then by such person as the President of
the corporation shall, by duly executed proxy, designate to represent the
corporation at such Shareholders' meeting.
ARTICLE VII
INDEMNIFICATION OF OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS; INSURANCE
Section 7.01. The corporation shall indemnify, to the maximum extent
permitted by the law, any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, except an action by or
in the right of the corporation, by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
against expenses, including attorneys' fees, judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful. The termination of any
action, suit or proceeding by judgment, order, settlement, conviction, or upon a
plea of NOLO CONTENDERE or its equivalent, shall not, of itself, create a
presumption that the person did not act in good faith and in a manner which he
reasonably believed to be in or not opposed to the best interests of the
corporation, and that, with respect to any criminal action or proceeding, he had
reasonable cause to believe that his conduct was unlawful.
Section 7.02. The corporation shall indemnify, to the maximum extent
permitted by the law, any person who was or is a party or is threatened to be
made a party to any threatened, pending or completed action or suit by or in the
right of the corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including attorneys' fees,
actually and
7
<Page>
reasonably incurred by him in connection with the defense or settlement of such
action or suit if he acted in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation, but
no indemnification shall be made in respect of any claim, issue or matter as to
which such person has been adjudged to be liable for negligence or misconduct in
the performance of his duty to the corporation unless and only to the extent
that the court in which such action or suit was brought determines upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.
Section 7.03. To the extent that a director, officer, employee or agent
of the corporation has been successful on the merits or otherwise in defense of
any action, suit or proceeding referred to in sections 1 and 2, or in defense of
any claim, issue or matter therein, he shall be indemnified by the corporation
against expenses, including attorneys' fees, actually and reasonably incurred by
him in connection with such defense.
Section 7.04. Any indemnification under sections 1 and 2, unless ordered
by a court, shall be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the director, officer,
employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in sections 1 and 2. Such determination
shall be made:
(a) By the stockholders;
(b) By the board of directors by majority vote of a quorum
consisting of directors who were not parties to such act, suit or proceeding;
(c) If such a quorum of disinterested directors so orders, by
independent legal counsel in a written opinion; or
(d) If such a quorum of disinterested directors cannot be
obtained, by independent legal counsel in a written opinion.
Section 7.05. Expenses incurred in defending a civil or criminal action,
suit or proceeding may be paid by the corporation in advance of the final
disposition of such action, suit or proceeding as authorized by the board of
directors in the specific case upon receipt of an undertaking by or on behalf of
the director, officer, employee or agent to repay such amount unless it is
ultimately determined that he is entitled to be indemnified by the corporation
as authorized in this section.
Section 7.06. The indemnification provided by this section:
(a) Does not exclude any other rights to which a person
seeking indemnification may be entitled under any bylaw, agreement, vote of
stockholders or
8
<Page>
disinterested directors or otherwise, both as to action in his official capacity
and as to action in another capacity while holding such office; and
(b) Shall continue as to a person who has ceased to be a
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
Section 7.07. The corporation may purchase and maintain insurance on
behalf of any person who is or was a director, officer, employee or agent of the
corporation, or is or as serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against any liability asserted against him
and incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under the provisions of this section.
ARTICLE VIII
AMENDMENTS
Section 8.01. The power to alter, amend, or repeal this Code of Bylaws,
or adopt a new Code of Bylaws, is vested in the Board of Directors, but the
affirmative vote of a majority of the Board of Directors holding office shall be
necessary to effect any such action.
I hereby certify that the foregoing Bylaws are a true and correct copy
of the Bylaws of VENETIAN MARKETING, INC. as adopted on the 29th day of
October, 1999.
/s/ David Friedman
------------------------------
DAVID FRIEDMAN, Secretary
9