Exhibit 3.2

                              AMENDED AND RESTATED
                                     BYLAWS

                                       OF

                                NORTH BAY BANCORP










                            A California Corporation


                    INCLUDING AMENDMENTS THROUGH MAY 23, 2005


<PAGE>


                                TABLE OF CONTENTS


ARTICLE I. Offices............................................................1

     Section 1.       Principal Office........................................1
     Section 2.       Other Offices...........................................1

ARTICLE II. Meetings of Shareholders..........................................1

     Section 3.       Place of Meetings.......................................1
     Section 4.       Annual Meetings.........................................1
     Section 5.       Special Meetings........................................2
     Section 6.       Notice of Shareholders' Meetings........................2
     Section 7.       Quorum..................................................2
     Section 8.       Adjourned Meeting.......................................3
     Section 9.       Waiver or Consent by Shareholders.......................3
     Section 10.      Action Without Meeting..................................3
     Section 11.      Voting Rights...........................................4
     Section 12.      Proxies.................................................4
     Section 13.      Voting by Joint Holders or Proxies......................4
     Section 14.      Inspectors of Election..................................4

ARTICLE III. Directors; Management............................................5

     Section 15.      Powers..................................................5
     Section 16.      Number and Qualification of Directors...................5
     Section 17.      Vacancies...............................................7
     Section 18.      Place of Meetings.......................................7
     Section 19.      Organizational Meetings.................................7
     Section 20.      Other Regular Meetings..................................7
     Section 21.      Special Meetings........................................7
     Section 22.      Quorum..................................................8
     Section 23.      Contents of Notice and Waiver of Notice.................8
     Section 24.      Adjournment.............................................8
     Section 25.      Notice of Adjournment...................................8
     Section 26.      Telephone Participation.................................8

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<PAGE>


     Section 27.      Action Without Meeting..................................8
     Section 28.      Fees and Compensation...................................9

ARTICLE IV. Officers..........................................................9

     Section 29.      Officers................................................9
     Section 30.      Election................................................9
     Section 31.      Subordinate Officers....................................9
     Section 32.      Removal and Resignation.................................9
     Section 33.      Vacancies..............................................10
     Section 34.      Chairman of the Board..................................10
     Section 35.      President..............................................10
     Section 36.      Vice Presidents........................................10
     Section 37.      Secretary..............................................10
     Section 38.      Chief Financial Officer................................11

ARTICLE V. General Corporate Matters.........................................11

     Section 39.      Record Date and Closing of Stock Books.................11
     Section 40.      Corporate Records and Inspection by Shareholders.......12
     Section 41.      Checks, Drafts, Evidences of Indebtedness..............12
     Section 42.      Corporate Contracts and Instruments; How Executed......12
     Section 43.      Stock Certificates.....................................12
     Section 44.      Lost Certificates......................................13
     Section 45.      Reports to Shareholders................................13
     Section 46.      Indemnity of Officers, Directors, etc..................13
     Section 47.      Fiscal Year............................................13
     Section 48.      Construction and Definitions...........................13

ARTICLE VI. Amendments.......................................................13

     Section 49.      Amendments by Shareholders.............................13
     Section 50.      Amendment by Directors.................................14

                                      -ii-

<PAGE>


                                     BYLAWS


                                       OF


                                NORTH BAY BANCORP


                           (A California Corporation)




                                   ARTICLE I.

                                     Offices
                                     -------

     Section 1. Principal Office. The principal executive office in the State of
California for the  transaction of the business of the  corporation  (called the
principal  office) is fixed and located at 1190 Airport Road,  Suite 101,  Napa,
California, 94558.

     The Board of Directors shall have the authority from time to time to change
the principal office from one location to another within or without the State by
amending this Section 1 of the Bylaws.

     Section 2. Other Offices. One or more branches or other subordinate offices
may at any time be fixed and located by the Board of  Directors at such place or
places within or without the State of California as it deems appropriate.

                                  ARTICLE II.

                            Meetings of Shareholders
                            ------------------------

     Section 3. Place of Meetings. Meetings of the shareholders shall be held at
any place within the State of California  that may be  designated  either by the
Board of Directors in accordance  with these Bylaws.  If no such  designation is
made, the meetings shall be held at the principal office of the corporation.

     Section 4. Annual Meetings. The annual meeting of the shareholders shall be
held on the 2nd  Thursday  of May of each year.  The exact date and time of such
annual meeting shall be fixed by resolution of the Board of Directors; provided,
however, that should such day fall on a legal holiday, then the meeting shall be
held on the next succeeding  business day, at which time the shareholders  shall
elect a Board of Directors,  consider reports of the affairs of the corporation,
and transact such other business as may properly be brought before the meeting.

     If the annual  meeting of  shareholders  shall not be held  during the time
above specified, the Board of Directors shall cause such a meeting to be held as
soon  thereafter as convenient  and any business  transacted or election held at
such meeting  shall be as valid as if  transacted  or held at an annual  meeting
during the time above specified.


                                      -1-
<PAGE>

     Section 5. Special Meetings. Special meetings of the shareholders,  for any
purpose or purposes  whatsoever,  may be called at any time by a majority of the
Board of Directors, the Chairman of the Board of Directors, the President, or by
holders of shares  entitled to cast not less than 10 percent  (10%) of the votes
at the meeting.

     Section 6. Notice of  Shareholders'  Meetings.  Whenever  shareholders  are
required or permitted to take any action at a meeting,  a written  notice of the
meeting  shall be given not less than 10 (or, if sent by third  class mail,  30)
nor  more  than 60 days  before  the  date of the  meeting  to each  shareholder
entitled to vote  thereat.  Such notice shall state the place,  date and hour of
the meeting and (1) in the case of a special meeting,  the general nature of the
business to be transacted,  and no other  business may be transacted,  or (2) in
the case of the annual meeting,  those matters which the Board of Directors,  at
the time of the  mailing of the  notice,  intends  to present  for action by the
shareholders, but, subject to the provisions of Section 601(f) of the California
Corporations  Code,  any proper  matter may be presented at the meeting for such
action.  The notice of any meeting at which  directors  are to be elected  shall
include the names of nominees intended at the time of the notice to be presented
by management for election.

     Notice of a  shareholders'  meeting shall be given either  personally or by
first class mail, or, if the corporation  has outstanding  shares held of record
by 500 or more persons  (determined as provided in Section 605 of the California
Corporations Code) on the record date for the shareholders' meeting,  notice may
be sent by third class mail or other means of written  communication,  addressed
to the shareholder at the address of such shareholder  appearing on the books of
the  corporation or given by the  shareholder to the corporation for the purpose
of notice;  or if no such  address  appears or is given,  at the place where the
principal  office of the  corporation is located.  The notice shall be deemed to
have been given at the time when  delivered  personally or deposited in the mail
or sent by other means of written communication.

     If  any  notice  addressed  to  the  shareholder  at the  address  of  such
shareholder  appearing  on the  books  of the  corporation  is  returned  to the
corporation  by the United  States  Postal  Service  marked to indicate that the
United States Postal Service is unable to deliver the notice to the  shareholder
at such  address,  all  future  notices  shall be deemed to have been duly given
without further mailing if the same shall be available for the shareholder  upon
written demand of the shareholder to the principal office of the corporation for
a period  of one year  from the date of the  giving  of the  notice to all other
shareholders.

     Upon  request in writing to the  Chairman  of the Board of  Directors,  the
President,  or the Secretary by any person entitled to call a special meeting of
shareholders,  the  officer  forthwith  shall  cause  notice  to be given to the
shareholders entitled to vote that a meeting will be held at a time requested by
the person or persons  calling  the  meeting,  not less than 35 nor more than 60
days after the receipt of the request.

     Section 7. Quorum.  The presence at any meeting,  in person or by proxy, of
persons  entitled  to vote a majority  of the voting  shares of the  corporation
shall constitute a quorum for the transaction of business.  Shareholders present
at a valid  meeting at which a quorum is  initially  present may  continue to do
business until adjournment notwithstanding the withdrawal of enough shareholders
to leave less than a quorum,  if any action  taken (other than  adjournment)  is
approved by at least a majority of the shares required to constitute a quorum.


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<PAGE>

     Section 8. Adjourned Meeting. Any annual or special  shareholders'  meeting
may be adjourned from time to time, even though a quorum is not present, by vote
of the holders of a majority of the voting shares  present at the meeting either
in  person or by  proxy,  provided  that in the  absence  of a quorum,  no other
business  may be  transacted  at the meeting  except as provided in Section 7 of
these Bylaws.

     Notice  need not be given of the  adjourned  meeting  if the time and place
thereof are announced at the meeting at which the  adjournment is taken.  At the
adjourned  meeting,  any  business  may be  transacted  which  might  have  been
transacted at the original meeting.  If the adjournment is for more than 45 days
or if  after  the  adjournment  a new  record  date is fixed  for the  adjourned
meeting, a notice of the adjourned meeting shall be given to each shareholder of
record entitled to vote at the meeting.

     Section 9.  Waiver or  Consent by  Shareholders.  The  transactions  of any
meeting of shareholders,  however called and noticed,  and wherever held, are as
valid as though had at a meeting duly held after  regular call and notice,  if a
quorum is present  either in person or by proxy,  and if, either before or after
the meeting,  each of the persons  entitled to vote, not present in person or by
proxy,  signs a written  waiver of notice  or a consent  to the  holding  of the
meeting or an approval of the minutes  thereof.  All such waivers,  consents and
approvals  shall  be  filed  with the  corporate  records  or made a part of the
minutes of the meeting.  Attendance of a person at a meeting shall  constitute a
waiver  of  notice of and  presence  at such  meeting,  except  when the  person
objects,  at the beginning of the meeting,  to the  transaction  of any business
because  the  meeting  is not  lawfully  called  or  convened  and  except  that
attendance  at a  meeting  is  not a  waiver  of  any  right  to  object  to the
consideration of matters required by Section 6 of these Bylaws or Section 601(f)
of the  California  Corporations  Code to be  included  in the notice but not so
included,  if such  objection  is  expressly  made at the  meeting.  Neither the
business to be transacted  at nor the purpose of any regular or special  meeting
of  shareholders  need be specified in any written waiver of notice,  consent to
the  holding of the  meeting  or  approval  of the  minutes  thereof,  except as
provided in Section 601(f) of the California Corporations Code.

     Section 10. Action  Without  Meeting.  Any action which may be taken at any
annual or special  meeting of  shareholders  may be taken  without a meeting and
without  prior  notice,  if a consent in  writing,  setting  forth the action so
taken, shall be signed by the holders of outstanding shares having not less than
the minimum  number of votes that would be  necessary  to authorize or take such
action at a meeting at which all shares  entitled to vote  thereon  were present
and voted,  except that unanimous written consent shall be required for election
of directors to non-vacant positions.

     Unless  the  consents  of all  shareholders  entitled  to  vote  have  been
solicited  or  received  in  writing,  notice  shall be given to  non-consenting
shareholders  to the  extent  required  by  Section  603(b)  of  the  California
Corporations Code.

     Any shareholder giving written consent, or the shareholder's proxy holders,
or a transferee of the shares or a personal representative of the shareholder or
their respective proxy holders,  may revoke the consent by a writing received by
the corporation  prior to the time that written consents of the number of shares


                                      -3-
<PAGE>

required to authorize the proposed  action have been filed with the Secretary of
the corporation, but may not do so thereafter. Such revocation is effective upon
its receipt by the Secretary of the corporation.

     Section 11. Voting Rights.  Only persons in whose names shares  entitled to
vote stand on the stock  records of the  Company at the close of business on the
record date fixed by the Board of  Directors  as provided in Section 41 of these
Bylaws for the determination of shareholders of record are entitled to notice of
and to vote at a meeting of shareholders.

     Except as may be provided  in the  Articles  of  Incorporation  or in these
Bylaws, each shareholder entitled to vote is entitled to one vote for each share
held on each matter submitted to a vote of shareholders.

     In any election of directors,  the candidates  receiving the highest number
of votes of the  shares  entitled  to be voted  for  them,  up to the  number of
directors to be elected by such shares, are elected.

     Voting may be by voice or ballot,  provided  that any election of directors
must be by ballot  upon the demand of any  shareholder  made at the  meeting and
before the voting begins.


          Cumulative voting to elect directors shall not be permitted.

     Section 12.  Proxies.  Every person  entitled to vote shares may  authorize
another  person or  persons to act by proxy with  respect  to such  shares.  All
proxies must be in writing and must be signed by the shareholder  confirming the
proxy  or his or her  attorney-in-fact.  No  proxy  shall  be  valid  after  the
expiration of 11 months from the date thereof unless  otherwise  provided in the
proxy.  Every  proxy  continues  in full force and effect  until  revoked by the
person  executing  it prior to the vote  pursuant  thereto,  except as otherwise
provided in Section 705 of the California Corporations Code. Such revocation may
be effected by a writing delivered to the corporation  stating that the proxy is
revoked or by a  subsequent  proxy  executed by the person  executing  the prior
proxy and presented to the meeting,  or as to any meeting, by attendance at such
meeting  and  voting in person by the  person  executing  the  proxy.  The dates
contained on the forms of proxy presumptively  determine the order of execution,
regardless of the postmark dates on the envelopes in which they are mailed.

     Section 13. Voting by Joint Holders or Proxies.  Shares or proxies standing
in the names of two or more persons shall be voted or  represented in accordance
with the provisions of Section 704 of the California Corporations Code, so that,
if only one of such persons is present in person or by proxy,  that person shall
have the right to vote all such  shares,  and all of the shares  standing in the
names of such  persons  shall be deemed to be  represented  for the  purpose  of
determining a quorum.

     Section  14.  Inspectors  of  Election.   In  advance  of  any  meeting  of
shareholders the Board may appoint  inspectors of election to act at the meeting
and any adjournment thereof. If inspectors of election are not so appointed,  or
if any persons so appointed fail to appear or refuse to act, the Chairman of any
meeting  of  shareholders  may,  and on the  request  of  any  shareholder  or a
shareholder's proxy shall, appoint inspectors of election (or persons to replace
those who so fail or refuse) at the meeting.  The number of inspectors  shall be
either one or three.  If  appointed  at a meeting on the  request of one or more
shareholders  or proxies,  the  majority of shares  represented  in person or by
proxy shall determine  whether one or three  inspectors are to be appointed.  If
there are three  inspectors of election,  the decision,  act or certificate of a
majority is effective in all respects as the  decision,  act or  certificate  of
all.


                                      -4-
<PAGE>

     The inspectors of election shall determine the number of shares outstanding
and the  voting  power of each,  the  shares  represented  at the  meeting,  the
existence  of a quorum and the  authenticity,  validity  and effect of  proxies;
receive  votes,  ballots or consents;  hear and  determine  all  challenges  and
questions  in any way arising in  connection  with the right to vote;  count and
tabulate all votes or consents;  determine when the polls shall close; determine
the  result and do such acts as may be proper to conduct  the  election  or vote
with fairness to all shareholders.

                                  ARTICLE III.

                              Directors; Management
                              ---------------------

     Section  15.  Powers.   Subject  to  any  provisions  of  the  Articles  of
Incorporation,  of the  Bylaws  and of law  limiting  the powers of the Board of
Directors or reserving powers to the shareholders, the Board of Directors shall,
directly or by  delegation,  manage the business and affairs of the  corporation
and exercise all corporate powers permitted by law.

     Section 16. Number and  Qualification of Directors The authorized number of
directors  shall be not less than nine (9) nor more than seventeen  (17),  until
changed by amendment of the Articles of  Incorporation  or, if not prohibited by
the  Articles,  by an amendment of this bylaw adopted by the  shareholders.  The
exact  number of  directors  within  said  range is fixed at ten (10) and may be
reduced or increased within said range by a resolution duly adopted by the Board
of  Directors.  Directors  need  not  be  shareholders  of the  corporation.  No
reduction  of the  authorized  number  of  directors  shall  have the  effect of
removing any director before his or her term of office expires.

     Nomination for election of members of the Board of Directors may be made by
the Board of Directors or by any shareholder of any outstanding class of capital
stock of the corporation entitled to vote for the election of directors.  Notice
of  intention  to make any  nominations  shall be made in  writing  and shall be
delivered or mailed to the  President of the  corporation  not less than 21 days
nor more  than 60 days  prior to any  meeting  of  shareholders  called  for the
election of directors;  provided  however,  that if less than 21 days' notice of
the meeting is given to shareholders, such notice of intention to nominate shall
be mailed or delivered to the  President of the  corporation  not later than the
close of  business  on the tenth day  following  the day on which the  notice of
meeting was mailed;  provided further, that if notice of such meeting is sent by
third  class  mail as  permitted  by  Section  6 of these  Bylaws,  no notice of
intention to make nominations shall be required. Such notification shall contain
the following information to the extent known to the notifying shareholder:  (a)
the name and address of each proposed nominee;  (b) the principal  occupation of
each  proposed  nominee;  (c) the  number  of  shares  of  capital  stock of the
corporation owned by each proposed  nominee;  (d) the name and residence address
of the notifying  shareholder;  and (e) the number of shares of capital stock of
the  corporation  owned by the notifying  shareholder.  Nominations  not made in
accordance  herewith may, in the  discretion of the Chairman of the meeting,  be
disregarded and upon the Chairman's instructions, the inspectors of election can
disregard all votes cast for each such nominee.  A copy of this paragraph  shall
be set forth in a notice to  shareholders  of any meeting at which directors are
to be elected.


                                      -5-
<PAGE>

     Section  17.  Election  and  Term of  Office.  The  Board of  Directors  is
classified into three (3) classes, the members of each class to serve for a term
of three (3) years. At the 2004 annual meeting of shareholders, nominees elected
as directors will be classified according to the recommendations of the Board of
Directors.  The  directors  will be divided,  with respect to the time for which
each  will  hold  office,  into  three  classes,  as  nearly  equal in number of
directors as practicable. The term of office of the first class ("Class A") will
expire at the 2005 annual meeting of shareholders,  the term of the second class
("Class B") will expire at the 2006 annual meeting of shareholders, and the term
of office of the third class ("Class C") will expire at the 2007 annual  meeting
of shareholders.

     At subsequent  annual meetings of shareholders,  the number of directors to
be elected will equal the number of directors with terms expiring at that annual
meeting,  subject to the power of the Board of Directors, in its discretion,  to
increase or decrease the number of directors.  At each subsequent annual meeting
the directors elected will be elected for a term of three (3) years.

     The Board of Directors  shall  increase or decrease the number of directors
in one or more classes as may be appropriate  whenever it increases or decreases
the number of  directors to  constitute  the full Board of Directors in order to
ensure that the three classes shall be as nearly equal in number of directors as
practicable.

     A director will hold office until the annual  meeting for the year in which
his or her term  expires  and  until  his or her  successor  is be  elected  and
qualified,   subject,   however,  to  prior  death,   resignation,   retirement,
disqualification  or removal from office. Any vacancy on the Board of Directors,
no matter how  created,  may be filled by a majority  of the  directors  then in
office,  even  if less  than a  quorum,  or by a sole  remaining  director.  Any
director  elected  to fill a  vacancy  shall  hold  office  for a term that will
coincide  with the term of the  class to which  that  director  will  have  been
elected.

     Section 18. Removal of Directors.  A director may be removed from office by
the Board of  Directors  if he or she is declared of unsound mind by an order of
court or convicted of a felony.  Any or all of the directors may be removed from
office  without  cause  by a vote of  shareholders  holding  a  majority  of the
outstanding shares entitled to vote at an election of directors; however, unless
the entire Board of Directors is removed,  an individual  director  shall not be
removed if the votes cast against removal,  or not consenting in writing to such
removal,  would be sufficient to elect such director at an election at which the
same total  number of votes were  cast,  or, if such  action is taken by written
consent,  all shares  entitled  to vote were  voted,  and the  entire  number of
directors  authorized at the time of the  director's  most recent  election were
then being  elected.  A director may also be removed from office by the Superior
Court of the county in which the  principal  office is  located,  at the suit of
shareholders  holding at least ten  percent  (10%) of the number of  outstanding


                                      -6-
<PAGE>


shares of any class,  in case of fraudulent or dishonest  acts or gross abuse of
authority  or  discretion  with  reference  to the  corporation,  in the  manner
provided by law.

     Section 17.  Vacancies.  A vacancy or  vacancies  on the Board of Directors
shall exist on the death,  resignation,  or removal of any  director,  or if the
authorized  number of directors is increased or the  shareholders  fail to elect
the full authorized number of directors.

     Except for a vacancy created by the removal of a director, vacancies on the
Board of  Directors  may be  filled by a  majority  of the  remaining  directors
although less than a quorum, or by a sole remaining director,  and each director
elected in this manner shall hold office  until his or her  successor is elected
at an annual or special shareholders' meeting.

     The  shareholders  may elect a director at any time to fill any vacancy not
filled by the directors. Any such election by written consent other than to fill
a  vacancy  created  by  removal  requires  the  consent  of a  majority  of the
outstanding shares entitled to vote.

     Any  director  may  resign  effective  upon  giving  written  notice to the
Chairman of the Board of Directors, the President, the Secretary or the Board of
Directors of the  corporation,  unless the notice specifies a later time for the
effectiveness of such  resignation.  If the resignation is effective at a future
time,  a successor  may be elected to take office when the  resignation  becomes
effective.

     Section 18. Place of Meetings. Regular and special meetings of the Board of
Directors  shall be held at any place  within  the State of  California  that is
designated  by  resolution  of the Board or, either before or after the meeting,
consented to in writing by all the Board  members.  If the place of a regular or
special meeting is not fixed by resolution or written  consents of the Board, it
shall be held at the corporation's principal office.

     Section 19.  Organizational  Meetings.  Immediately  following  each annual
shareholders'  meeting,  the Board of Directors  shall hold a regular meeting to
organize,  elect officers,  and transact other business.  Notice of this meeting
shall not be required.

     Section 20. Other Regular Meetings.  Other regular meetings of the Board of
Directors shall be held at least once each calendar month at such time and place
as the Board of Directors by resolution shall determine. Notice of these regular
meetings shall not be required.

     Section 21. Special  Meetings.  Special  meetings of the Board of Directors
for any  purpose  may be  called  at any time by the  Chairman  of the  Board of
Directors, or the President, or any Vice President, or the Secretary, or any two
directors.

     Special  meetings of the Board shall be held upon four days' notice by mail
or 48 hours' notice  delivered  personally  or by  telephone,  including a voice
messaging  system  or  other  technology  designed  to  record  and  communicate
messages,  telegraph,  facsimile,  electronic  mail or other  electronic  means.
Notice by mail shall be deemed to have been  given at the time a written  notice
is deposited in the United  States  Mails,  postage  prepaid.  Any other written
notice,  including  facsimile,  telegram or electronic  mail  message,  shall be


                                      -7-
<PAGE>

deemed  to have  been  given  at the  time  it is  personally  delivered  to the
recipient  or is  delivered to a common  carrier for  transmission,  or actually
transmitted  by the  person  giving  the  notice  by  electronic  means,  to the
recipient.  Oral  notice  shall be deemed  to have been  given at the time it is
communicated,  in person or by telephone,  including a voice messaging system or
other  system or  technology  designed  to record or  communicate  messages,  or
wireless, to the recipient,  including the recipient's  designated voice mailbox
or address on such system, or to a person at the office of the recipient who the
person giving the notice has reason to believe will promptly  communicate  it to
the recipient.

     Section 22. Quorum. A majority of the authorized  number of directors shall
constitute a quorum for the transaction of business, except to adjourn a meeting
under Section 26 of these Bylaws.  Every act done or decision made by a majority
of the  directors  present at a meeting  at which a quorum is  present  shall be
regarded  as the act of the  Board of  Directors,  unless  the vote of a greater
number is required by law, the Articles of Incorporation,  or these Bylaws,  and
subject to the  provisions of Section 310 and Section  317(e) of the  California
Corporations Code. A meeting at which a quorum is initially present may continue
to transact business  notwithstanding the withdrawal of directors, if any action
taken is approved by a majority of the required quorum for such meeting.

     Section 23.  Contents of Notice and Waiver of Notice.  Neither the business
to be  transacted  at, nor the purpose of, any regular or special  Board meeting
need be specified in the notice or waiver of notice of the meeting.  Notice of a
meeting  need not be given to any  director  who  signs a waiver  of notice or a
consent to holding the meeting or an  approval  of the minutes  thereof,  either
before or after the  meeting,  or who attends the  meeting  without  protesting,
prior thereto or at its commencement,  the lack of notice to said director.  All
such waivers,  consents and approvals shall be filed with the corporate  records
or made a part of the minutes of the meeting.

     Section 24.  Adjournment.  A majority of the directors present,  whether or
not a quorum is present, may adjourn any meeting to another time and place.

     Section 25. Notice of Adjournment.  Notice of the time and place of holding
an adjourned meeting need not be given to absent directors if the time and place
are  fixed  at the  meeting  being  adjourned,  except  that if the  meeting  is
adjourned  for  more  than 24 hours  such  notice  shall  be given  prior to the
adjourned  meeting  to the  directors  who were not  present  at the time of the
adjournment.

     Section 26. Telephone  Participation.  Members of the Board may participate
in a meeting  through  use of  conference  telephone  or similar  communications
equipment,  so long as all members  participating  in such meetings can hear one
another. Such participation constitutes presence in person at such meeting.

     Section 27.  Action  Without  Meeting.  The Board of Directors may take any
action  without a meeting  that may be required or  permitted to be taken by the
Board at a meeting,  if all members of the Board  individually  or  collectively
consent in writing to the action. The written consent or consents shall be filed
in the  minutes of the  proceedings  of the Board of  Directors.  Such action by
written consent shall have the same effect as a unanimous vote of directors.


                                      -8-
<PAGE>

     Section  28. Fees and  Compensation.  Directors  and members of  committees
shall receive  neither  compensation  for their services nor  reimbursement  for
their expenses unless these payments are fixed by resolution of the Board.  This
Section  shall not be  construed  to  preclude  any  director  from  serving the
corporation in any other capacity as an officer,  agent,  employee or otherwise,
and receiving compensation for those services.

                                  ARTICLE IV.

                                    Officers
                                    --------

     Section 29. Officers. The officers of the corporation shall be a President,
a Chief Financial Officer and a Secretary. The corporation may also have, at the
discretion  of the  Board of  Directors,  a  Chairman  of the  Board  and a Vice
Chairman  of the  Board  (each  of whom  shall  be  chosen  from  the  Board  of
Directors),  one or more  Vice  Presidents,  one or more  Cashiers,  one or more
Assistant  Vice  Presidents,  one or  more  Assistant  Secretaries,  one or more
Assistant Cashiers and/or Financial Officers,  and any other officers who may be
appointed under Section 33 of these Bylaws.  Any two or more offices may be held
by the same person,  but no officer  shall  execute,  acknowledge  or verify any
instrument in more than one capacity unless  authorized to do so generally or in
the specific instance by the Board of Directors.

     Any officer of the  corporation  may be excluded by resolution of the Board
of Directors or by a provision of these Bylaws from participation, other than in
the capacity of a director, in major policy making functions of the corporation.

     Upon  direction by the Board of  Directors,  any officer or employee of the
corporation so designated shall give bond of suitable amount with security to be
approved  by the Board of  Directors,  conditioned  on the honest  and  faithful
discharge of his or her duties as such officer or employee. At the discretion of
the Board,  such bonds may be schedule or blanket form and the premiums shall be
paid by the corporation. The amount of such bonds, the form of coverage, and the
name of the company providing the surety therefore shall be reviewed annually by
the  Board  of  Directors.  Action  shall be  taken  by the  Board at that  time
approving  the amount of the bond to be provided by each officer and employee of
the corporation for the ensuing year.

     Section  30.  Election.  The  officers  of the  corporation,  except  those
appointed  under  Section 33 of these  Bylaws,  shall be chosen  annually by the
Board of  Directors,  and each  shall  hold  his or her  office  until he or she
resigns  or is  removed  or  otherwise  disqualified  to  serve,  or  his or her
successor is elected and qualified.

     Section  31.  Subordinate  Officers.  The Board of  Directors  may elect or
appoint,  and may  authorize  the  President or the Chief  Executive  Officer to
appoint,  any other officers that the business of the  corporation  may require,
each of whom shall hold office for the period,  have the authority,  and perform
the duties specified in the Bylaws or by the Board of Directors.

     Section 32. Removal and Resignation.  Subject to the rights,  if any, of an
officer  under any  contract of  employment,  any officer may be removed with or
without  cause either by the Board of  Directors  at any time or,  except for an
officer chosen by the Board,  by any officer on whom the power of removal may be
conferred by the Board.


                                      -9-
<PAGE>

     Any officer may resign at any time by giving written notice to the Board of
Directors,  the President or the Secretary of the  corporation,  but such notice
shall not prejudice the rights, if any, of the corporation under any contract of
employment to which the officer is a party. An officer's  resignation shall take
effect when it is received or at any later time  specified  in the  resignation.
Unless the resignation  specifies  otherwise,  its acceptance by the corporation
shall not be necessary to make it effective.

     Section  33.  Vacancies.   A  vacancy  in  any  office  because  of  death,
resignation,  removal,  disqualification,  or any other cause shall be filled in
the manner  prescribed in the Bylaws for regular  election or appointment to the
office.

     Section 34.  Chairman of the Board.  The Board of Directors may appoint one
of its  members  to be the  Chairman  to serve at the  pleasure  of the Board of
Directors. If appointed, the Chairman shall preside at all meetings of the Board
of Directors and of the  shareholders of the corporation and shall supervise the
carrying  out of the  policies  adopted or approved  by the Board of  Directors;
shall have general executive powers, as well as the specific powers conferred by
these  Bylaws;  and,  shall also have and may exercise  such further  powers and
duties as from time to time may be conferred  upon,  or assigned by the Board of
Directors.

     Section 35.  President.  The  President  shall be the  corporation's  chief
executive  officer and shall,  subject to the control of the Board of Directors,
have general supervision, direction, and control over the corporation's business
and officers. In the absence of the Chairman, the President shall preside at any
meeting of the Board of Directors or the  shareholders of the  corporation.  The
President shall have general executive  powers,  shall be ex officio a member of
all the standing  committees except the Audit Committee,  and shall have and may
exercise any and all other powers and duties  pertaining  by law,  regulation or
practice, to the Office of President,  or imposed by these Bylaws. The President
shall also have and may exercise such further  powers and duties as from time to
time may be conferred, or assigned by the Board of Directors.

     Section 36. Vice  Presidents.  If the  President  is absent or is unable or
refuses to act, the Vice Presidents in order of their rank as fixed by the Board
of Directors or, if not ranked,  the Vice  President  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 any other duties that are prescribed
for said Vice President by the Board of Directors or the Bylaws.

     Section 37.  Secretary.  The  Secretary  shall keep or cause to be kept and
shall make available at the principal  office and any other place that the Board
of Directors  specifies,  a book of minutes of all directors' and  shareholders'
meetings. The minutes of each meeting shall state the time and place that it was
held;  whether  it was  regular or  special;  if a special  meeting,  how it was
authorized;  the notice  given;  the names of those  present or  represented  at
shareholders'  meetings;  and the proceedings of the meetings.  A similar minute
book shall be kept for each committee of the Board.


                                      -10-
<PAGE>

     The Secretary  shall keep, or cause to be kept, at the principal  office or
at the  office  of the  corporation's  transfer  agent,  a  share  register,  or
duplicate share register,  showing the  shareholders'  names and addresses,  the
number  and  classes  of  shares  held by  each,  the  number  and  date of each
certificate  issued for these shares, and the number and date of cancellation of
each certificate surrendered for cancellation.

     The Secretary  shall give, or cause to be given,  notice of all  directors'
and  shareholders'  meetings  required to be given under these Bylaws or by law,
shall keep the corporate  seal in safe custody,  and shall have any other powers
and perform any other  duties that are  prescribed  by the Board of Directors or
these Bylaws.

     The  Secretary  shall  be  deemed  not to be an  executive  officer  of the
corporation and the Secretary shall be excluded from  participation,  other than
in the capacity of director if the Secretary is also a director, in major policy
making functions of the corporation.

     Section 38. Chief Financial  Officer.  The Chief Financial Officer shall be
the corporation's chief financial officer and shall keep and maintain,  or cause
to be kept and maintained,  adequate and correct  accounts of the  corporation's
properties  and  business  transactions,   including  accounts  of  its  assets,
liabilities, receipts, disbursements, gains, losses, capital, retained earnings,
and shares and shall file or cause to be filed all regulatory  reports  required
pursuant  to law or  regulation.  The books of account  shall at all  reasonable
times be open to inspection by any director.

     The Chief Financial  Officer shall deposit all money and other valuables in
the name and to the credit of the corporation with the  depositories  designated
by the Board of  Directors.  The Chief  Financial  Officer  shall  disburse  the
corporation's  funds as ordered by the Board of  Directors;  shall render to the
President  and  directors,  whenever  they  request  it, an  account  of all his
transactions  as Chief  Financial  Officer  and of the  corporation's  financial
condition; and shall have any other powers and perform any other duties that are
prescribed by the Board of Directors or Bylaws.

     If required by the Board of Directors,  the Chief  Financial  Officer shall
give the  corporation  a bond in the  amount  and with the  surety  or  sureties
specified by the Board for faithful  performance  of the duties of that person's
office  and  for  restoration  to the  corporation  of all  its  books,  papers,
vouchers, money, and other property of every kind in that person's possession or
under that person's control on that person's death, resignation,  retirement, or
removal from office.

                                   ARTICLE V.

                            General Corporate Matters
                            -------------------------

     Section 39. Record Date and Closing of Stock Books.  The Board of Directors
may fix a time in the  future  as a  record  date for  determining  shareholders
entitled to notice of and to vote at any shareholders'  meeting;  to receive any
dividend, distribution, or allotment of rights; or to exercise rights in respect
of any other lawful action, including change, conversion, or exchange of shares.


                                      -11-
<PAGE>

The record date shall not, however,  be more than 60 nor less than 10 days prior
to the date of such meeting nor more than 60 days prior to any other action.  If
a record date is fixed for a particular  meeting or event,  only shareholders of
record  on that  date are  entitled  to notice  and to vote and to  receive  the
dividend, distribution, or allotment of rights or to exercise the rights, as the
case may be,  notwithstanding  any  transfer  of any  shares on the books of the
corporation after the record date.

     A determination  of shareholders of record entitled to notice of or to vote
at a meeting of  shareholders  shall  apply to any  adjournment  of the  meeting
unless the Board  fixes a new record  date for the  adjourned  meeting,  but the
Board shall fix a new record date if the meeting is  adjourned  for more than 45
days.

     If no record date is fixed,  the record date for  determining  shareholders
entitled  to notice of or to vote at a meeting of  shareholders  shall be at the
close of business on the business day next  preceding the day on which notice is
given or, if notice is waived, at the close of business on the business day next
preceding the day on which the meeting is held; the record date for  determining
shareholders  entitled to give consent to corporate  action in writing without a
meeting,  when no prior action by the Board has been taken,  shall be the day on
which the first written  consent is given;  and the record date for  determining
shareholders  for any other purpose shall be at the close of business on the day
on which the Board adopts the resolution relating thereto, or the 60th day prior
to the date of such other action, whichever is later.

     Section 40.  Corporate  Records and Inspection by  Shareholders.  Books and
records of account and minutes of the  proceedings of the  shareholders,  Board,
and committees of the Board shall be kept available at the principal  office for
inspection  by the  shareholders  to the extent  required by Section 1601 of the
California Corporations Code.

     Every  director  shall have the absolute  right at any  reasonable  time to
inspect and copy all books,  records and  documents of every kind and to inspect
the physical  properties of the  corporation  and its  subsidiary  corporations,
domestic or foreign.  Such  inspection by a director may be made in person or by
agent or attorney and includes the right to copy and make extracts.

     Section 41. Checks, Drafts, Evidences of Indebtedness.  All checks, drafts,
or other  orders  for  payment  of money,  notes,  and all  mortgages,  or other
evidences of indebtedness,  issued in the name of or payable to the corporation,
and all  assignments  and  endorsements  of the  foregoing,  shall be  signed or
endorsed  by the person or persons and in the manner  specified  by the Board of
Directors.

     Section 42. Corporate  Contracts and Instruments;  How Executed.  Except as
otherwise  provided  in the  Bylaws,  officers,  agents,  or  employees  must be
authorized  by the Board of  Directors to enter into any contract or execute any
instrument in the  corporation's  name and on its behalf.  This authority may be
general or confined to specific instances.

     Section 43. Stock Certificates. One or more certificates for shares for the
corporation's  capital stock shall be issued to each shareholder for any of such
shareholder's  shares that are fully paid.  The corporate  seal or its facsimile
may be fixed on certificates.  All certificates  shall be signed by the Chairman
of the Board,  President,  Chief Financial  Officer and Secretary,  or Assistant
Secretary.  Any or all of the  signatures  on the  certificate  may be facsimile
signatures.


                                      -12-
<PAGE>

     Section 44. Lost  Certificates.  No new share  certificate that replaces an
old one shall be issued  unless the old one is  surrendered  and canceled at the
same time;  provided,  however,  that if any share certificate is lost,  stolen,
mutilated or destroyed,  the Board of Directors may authorize  issuance of a new
certificate  replacing  the  old  one on any  terms  and  conditions,  including
reasonable  arrangement for  indemnification of the corporation,  that the Board
may specify.

     Prior to the due  presentment  for  registration  of  transfer in the stock
transfer book of the  corporation,  the registered owner shall be treated as the
person exclusively  entitled to vote, to receive  notifications and otherwise to
exercise  all the rights and powers of an owner,  except as  expressly  provided
otherwise by the laws of the State of California.

     Section 45. Reports to Shareholders.  The requirement for the annual report
to shareholders  referred to in Section  1501(a) of the California  Corporations
Code is hereby  expressly  waived so long as there are less than 100  holders of
record of the  corporation's  shares.  The Board of Directors  shall cause to be
sent to the  shareholders  such  annual or other  periodic  reports as the Board
considers appropriate or as otherwise required by law.

     If no annual report for the last fiscal year has been sent to shareholders,
the corporation  shall,  upon the written  request of any shareholder  made more
than 120 days after the close of such fiscal year, deliver or mail to the person
making the request within 30 days thereafter the financial  statements  referred
to in Section 1501(a) for such year.

     Section 46. Indemnity of Officers,  Directors,  etc. The corporation  shall
indemnify its "agents", as defined in Section 317 of the California Corporations
Code,  to the full extent  permitted  by said  Section,  as amended from time to
time, or as permitted by any successor statute to said Section.

     Section 47. Fiscal Year. The fiscal year of this corporation shall begin on
the first day of January and end on the 31st day of December of each year.

     Section 48.  Construction  and  Definitions.  Unless the context  otherwise
requires,  the general provisions,  rules of construction and definitions in the
California  Corporations  Code shall govern the  construction  of these  Bylaws.
Without  limiting the generality of this  provision,  the singular  includes the
plural,  the plural includes the singular and the term "person"  includes both a
corporation and a natural person.


                                      -13-
<PAGE>

                                   ARTICLE VI.

                                   Amendments
                                   ----------

     Section 49. Amendments by Shareholders.  New Bylaws may be adopted or these
Bylaws may be amended or repealed by the affirmative  vote or written consent of
a majority of the outstanding shares entitled to vote.

     Section 50.  Amendment by Directors.  Subject to the right of  shareholders
under the preceding  Section 49, new bylaws may be adopted,  or these Bylaws may
be  amended,  or  repealed  by the  Board of  Directors,  except  that  only the
shareholders can adopt a by-law or amendment  thereto which specifies or changes
the number of directors on a  fixed-number  Board of Directors or the minimum or
maximum number of directors on a  variable-number  Board of Directors,  or which
changes from a  fixed-number  Board of Directors to a  variable-number  Board of
Directors or vice versa.


                                      -14-
<PAGE>

                            CERTIFICATE OF SECRETARY


     I, the undersigned, certify that:

     1. I am the duly  elected  and acting  Secretary  of North Bay  Bancorp,  a
California corporation; and

     2. The foregoing  Amended and Restated Bylaws,  consisting of fourteen (14)
pages,  are the Bylaws of this corporation as duly adopted by Resolutions of the
Board of  Directors  of the Company  dated March 29,  2004.  The  amendments  to
Sections 11, 17, and 18 were approved at the 2003 Annual Meeting of Shareholders
on May 8, 2003.  The  amendment  to Section 16 was  approved  at the 2004 Annual
Meeting of  Shareholders on May 6, 2004. The amendment to Section 4 was approved
by Resolutions of the Board of Directors of the Company dated May 23, 2005.

     IN WITNESS WHEREOF,  I have subscribed my name and affixed the seal of this
corporation on May 23, 2005.




                                               -----------------------------
                                               Wyman G. Smith
                                               Corporate Secretary


                                      -15-