BYLAWS

                                       OF

                           CHESTATEE BANCSHARES, INC.




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                                TABLE OF CONTENTS

ARTICLE ONE - OFFICES

         Section 1.1                              Registered Office
         Section 2.1                              Other Offices

ARTICLE TWO - SHAREHOLDERS' MEETING

         Section 2.1                              Place of Meetings
         Section 2.2                              Annual Meetings
         Section 2.3                              Substitute Annual Meetings
         Section 2.4                              Special Meetings
         Section 2.5                              Notice of Meetings
         Section 2.6                              Quorum
         Section 2.7                              Voting of Shares
         Section 2.8                              Proxies
         Section 2.9                              Presiding Officer
         Section 2.10                             Adjournments

ARTICLE THREE - THE BOARD OF DIRECTORS

         Section 3.1                              General Powers
         Section 3.2                              Requirements
         Section 3.3                              Number, Election and Term
                                                  of Office

         Section 3.4                              Removal
         Section 3.5                              Compensation
         Section 3.6                              Committees of the Board of
                                                  Directors

         Section 3.7                              Honorary and Advisory Director

ARTICLE FOUR - MEETINGS OF THE BOARD OF DIRECTORS

         Section 4.1                              Regular Meetings
         Section 4.2                              Special Meetings
         Section 4.3                              Place of Meetings
         Section 4.4                              Notice of Meetings
         Section 4.5                              Quorum
         Section 4.6                              Vote Required for Action
         Section 4.7                              Action by Directors Without a
                                                  Meeting

         Section 4.8                              Secretary to Board

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ARTICLE FIVE - NOTICE AND WAIVER

         Section 5.1                          Procedure
         Section 5.2                          Waiver

ARTICLE SIX - OFFICERS

         Section 6.1                          Number
         Section 6.2                          Election and Term
         Section 6.3                          Compensation
         Section 6.4                          Removal
         Section 6.5                          Chairman of the Board
         Section 6.6                          President
         Section 6.7                          Officer in Place of President
         Section 6.8                          Secretary

ARTICLE SEVEN - DIVIDENDS

         Section 7.1                          Time and Conditions of Declaration
         Section 7.2                          Share Dividends - Treasury Shares
         Section 7.3                          Share Dividends - Unissued Shares
         Section 7.4                          Share Splits

ARTICLE EIGHT - SHARES

         Section 8.1                          Authorization and Issuance of

                                              Shares

         Section 8.2                          Share Certificates
         Section 8.3                          Rights of Corporation with Respect
                                              to Registered Owners

         Section 8.4                          Transfer of Shares

         Section 8.5                          Duty of Corporation to Register
                                              Transfer
         Section 8.6                          Lost, Stolen or Destroyed
         Section 8.7                          Fixing of Record Date
         Section 8.8                          Record Date if None Fixed

ARTICLE NINE - INDEMNIFICATION

         Section 9.1                          Indemnification
         Section 9.2                          Payment of Expenses in Advance
         Section 9.3                          Insurance
         Section 9.4                          Rights Not Exclusive

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ARTICLE TEN - MISCELLANEOUS

         Article 10.1                         Inspection of Books and Records
         Article 10.2                         Fiscal Year
         Article 10.3                         Seal

ARTICLE ELEVEN - AMENDMENTS

         Article 11.1                         Power to Amend Bylaws
         Article 11.2                         Conditions

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                                   ARTICLE ONE
                                     OFFICES

1.1 Registered  Office.  The corporation shall maintain its registered office in
Dawson County, Georgia.


1.2 Other Offices.  In addition to its registered  office,  the corporation also
may have  offices at such other  place or places as the board of  directors  may
from time to time select,  or as the business of the  corporation may require or
make desirable, subject to the bank holding company laws of this state.

                                   ARTICLE TWO
                             SHAREHOLDERS' MEETINGS

2.1 Place of Meetings.  Meetings of the  shareholders  of the corporation may be
held annually at any place within (or without) the state of Georgia as set forth
in the notice thereof.

2.2 Annual Meetings. The annual meeting of shareholders of the corporation shall
be held  annually  on the fourth  Tuesday of April,  unless  that day is 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  Meetings.  If the annual meeting is not held on the day
designated  in Section 2.2, any  business,  including the election of directors,
which might properly have been acted upon at that meeting,  may be transacted at
any  subsequent  shareholders'  meeting  held  pursuant to these  bylaws or held
pursuant to a court order requiring a substitute annual meeting.

2.4 Special  Meetings.  Special meetings of shareholders or a special meeting in
lieu of the annual meeting of  shareholders  shall be called by the  corporation
upon the  written  request  of the  holders  of 25% or more or all the shares of
capital  stock o the  corporation  entitled to vote in an election of directors.
Special meetings of the shareholders may be called at any time by the president,
chairman of the board, or the board of directors.

2.5 Notice of  Meetings.  Unless  waived as  contemplated  in Section 5.2, or by
attendance at the meeting,  either in person or by proxy,  for any purpose other
than to object to the  transaction  of business,  a written or printed notice of
each shareholders'  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, by mail, or by telegram, charges prepaid by
or at the direction of the president,  the secretary,  or the officer or persons
calling the  meeting,  to each  shareholder  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  unless the
purpose or purposes  constitute a matter which the Georgia Business  Corporation
Code  requires  to be stated  in the  notice  of the  meeting.  In the case of a
special meeting, the notice of the meeting shall state the general nature of the
business to be transacted.

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2.6 Quorum.  At all meetings of the  shareholders,  the presence in person or by
proxy of the  holders  of more  than  one-half  of the  shares  outstanding  and
entitled to vote shall constitute a quorum.  If a quorum is present,  a majority
of the shares  represented  at the  meeting  and  entitle to vote on the subject
matter shall  determine any matter coming before the meeting  unless a different
vote is required by the Georgia  Business  Corporation  Code, by the Articles of
Incorporation  of the  corporation  or by these bylaws.  The  shareholders  at a
meeting at which a quorum is once present may  continue to transact  business at
the meeting or by any  adjournment  thereof,  notwithstanding  the withdrawal of
enough  shareholders  to leave  less  than a  quorum.  If a  meeting  cannot  be
organized  for lack of a quorum,  those  shareholders  present  may  adjourn the
meeting to such time and place as they may  determine.  In the case of a meeting
for the election of  directors  which is twice  adjourned  for lack of a quorum,
those present at the second of such adjourned meetings, of which notice has been
given in writing to shareholders,  shall constitute a quorum for the election of
directors.

2.7 Voting of Shares.  Each  outstanding  share  having  voting  rights shall be
entitled  to  vote  on  each  matter  submitted  to  a  vote  at  a  meeting  of
shareholders.  Voting on all matters  shall be by voice vote or by show of hands
unless any qualified voter,  prior to the voting on may matter,  demands vote by
ballot, in which case each ballot shall state the name of the shareholder voting
and the number of shares voted by him,  and if such ballot be cast by proxy,  it
shall also state the name of such proxy.

2.8 Proxies. A shareholder  entitled to vote pursuant to Section 2.7 may vote in
person or by proxy executed in writing by the  shareholder or by his attorney in
fact.  A proxy shall not be valid after  eleven (11) months from the date of its
execution unless a longer period is expressly stated therein. If the validity of
any  proxy  is  questioned,  it  must  be  submitted  to  the  secretary  of the
shareholders'  meeting  for  examination  or to a  proxy  officer  or  committee
appointed by the person  presiding at the meeting.  The secretary of the meeting
or, if appointed,  the proxy officer or committee,  shall determine the validity
or  invalidity  of any proxy  submitted  and  referenced by the secretary in the
minutes of the meeting to the  regularity  of a proxy shall be received as prima
facie evidence of the facts stated for the purpose of establishing  the presence
of a quorum at such meeting and for all other purposes.

2.9 Presiding Officer. The chairman of the board of directors or, in the absence
of a chairman of the board of directors, the president,  shall serve as chairman
of every  shareholders'  meeting unless some other person is elected to serve as
chairman  y a  majority  vote of the  shares  represented  at the  meeting.  The
chairman  may  appoint  such  persons as he deems  required  to assist  with the
meeting.

2.10 Adjournments.  Any meeting of the shareholders,  whether or not a quorum is
present,  may be  adjourned  by the holders of a majority  of the voting  shares
represented at the meeting to reconvene at a specific time and place.  Except as
otherwise  provided by Section 2.6, 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.

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                                  ARTICLE THREE
                             THE BOARD OF DIRECTORS

3.1 General Powers. The business and affairs of the corporation shall be managed
by the board of  directors.  In addition to the powers and  authority  expressly
conferred upon it by these bylaws,  the board of directors may exercise all such
powers of the  corporation  and do all such lawful acts and things as are not by
these bylaws directed or required to be exercised or done by the shareholders.

3.2 Requirements.  Each director of the corporation shall be a natural person of
the age of 18 years or more.


3.3  Number of  Directors  and Term of  Office.  The Board of  Directors  of the
corporation  shall consist of not less than five (5), nor more than  twenty-five
(25) persons,  with the exact number within such minimum and maximum lists to be
fixed and determined  from time to time by resolution of the Board of Directors,
or by  resolution  of the  shareholders  at any  annual or  special  meeting  of
shareholders.  The  directors  shall be  elected  by the  affirmative  vote of a
majority of the shares  represented at the annual meeting of shareholders.  Each
director, except in the disqualification, or removal, shall serve until the next
succeeding  annual  meeting and thereafter  until his successor  shall have been
elected and qualified.

3.4 Removal.  The entire Board of  Directors or any  individual  director may be
removed from office with or without cause by the affirmative vote of the holders
of a majority of the shares  entitled to vote at an  election of  directors.  In
addition,  the Board of  Directors  may  remove a director  from  office if such
director is  adjudicated  an  incompetent  by a court,  if he is  convicted of a
felony,  or if he fails to attend regular meetings of the Board of Directors for
three (3)  consecutive  meetings  without  having  been  excused by the Board of
Directors.

3.5 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  corporation  in a  capacity  other  than that of
director and receive compensation,  as determined by the board of directors, for
services rendered in such other capacity.

3.6 Committees of the Board of Directors.  The board of directors, by resolution
adopted by a majority of the full board of directors,  may designate  from among
its  members  an  executive  committee  and one or more other  committees,  each
consisting of three or more  directors.  Each committee shall have the authority
of the board of directors in regard to the  business of the  corporation  to the
extent set forth in the resolution establishing such committee.

3.7 Honorary and Advisory  Directors.  The board of directors of the corporation
also may appoint any  individual an Honorary  Director,  Director  Emeritus,  or
member  of  any  advisory  board  established  by the  board  of  director.  Any
individual  appointed as Honorary Director,  Director Emeritus,  or member of an
advisory  board  may be  compensated  as  provided  in  Section  3.5,  but  such
individual  may not vote at any meeting of the board of  directors or be counted
in  determining  a quorum  as  provided  in  Section  4.5 and shall not have any
responsibility  or be subject  to any  liability  imposed  upon a  director,  or
otherwise be deemed a director.

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                                  ARTICLE FOUR
                       MEETINGS OF THE BOARD OF DIRECTORS

4.1 Regular Meetings. An annual organizational meeting of the board of directors
shall be held on the day of and after the annual meeting of the  shareholders of
the corporation.  In the event the annual  shareholders'  meeting is not held as
provided by Sections 2.3 or 2.4,  such  organizational  meeting shall be held as
herein provided for regular meetings. In addition, regular meetings of the board
of  directors  shall be held on any day fixed by the board of every month during
the calendar year, except during the month in which the  organizational  meeting
of the  board  of  directors  is held;  provided,  however,  that  the  board of
directors and the president are authorized to cancel any such regular  meetings,
excluding the organizational meeting.

4.2 Special  Meetings.  Special meetings of the board of directors may be called
by or at the  request of the  president,  chairman  of the board,  or by any two
directors in office at that time.

4.3 Place of Meetings. Directors may hold their meetings at any place within (or
without)  the  state  Georgia  as the board of  directors  may from time to time
establish  for  regular  meetings,  or as set  forth in the  notice  of  special
meetings, or in the event of a meeting held pursuant to waiver of notice, as set
forth in the waiver.

4.4 Notice of Meetings.  No notice shall be required for any regularly scheduled
meeting of the directors of the  corporation.  Unless waived as  contemplated in
Section 5.2, the  president  or  secretary of the  corporation,  or any director
thereof shall give notice to each director of such special  meeting  stating the
time,  place and purposes of the meeting.  Such notice shall be given by mailing
notice of the meeting at least five (5) days  before the date of he meeting,  or
by telephone,  telegram, or personal delivery at least three (3) days before the
date of the  meeting.  Notice  shall be deemed to have been given by telegram or
cablegram at the time notice is filed with the transmitting  agency.  Attendance
by a director at a 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 business because the meeting is now lawfully called.

4.5 Quorum.  At meetings of the board of  directors,  more than  one-half of the
directors  then in office  shall be  necessary  to  constitute  a quorum for the
transaction of business.

4.6 Vote Required for Action.  Except as otherwise  provided in these bylaws, by
the corporation's Articles of Incorporation, or by law, the act of a majority of
the  directors  present at the  meeting at which a quorum is present at the time
shall be the act of the board of directors.

4.7 Action by Directors Without a Meeting.  Any action which may be taken at any
meeting of the board of directors, or at any meeting of a committee of directors
may be taken without a meeting if a written  consent  thereto shall be signed by
all  directors or all the members of the  committee,  as the case may be, and if
such written  consent is filed with the minutes of the  proceedings of the board
or the  committee.  Such  consent  shall  have the same  force  and  effect as a
unanimous vote of the board of directors or the committee.

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4.8 Secretary to Board. The board of directors may appoint a secretary, who need
not be a member of the board,  whose duty it shall be to keep an accurate record
of all meetings of said board.

                                  ARTICLE FIVE
                                NOTICE AND WAIVER

5.1  Procedure.  Whenever  these  bylaws  require  notice  to be  given  to  any
shareholder or director, the notice shall be given as prescribed in Sections 2.5
and 4.4,  whichever is applicable.  Whenever notice is given to a shareholder or
director by mail,  the notice shall be sent first class mail by  depositing  the
same in a post  office or  letter  box in a postage  prepaid,  sealed  envelope,
addressed to the  shareholder  or director at his last known  address,  and such
notice  shall be deemed to have been given at the time the same is  deposited in
the United States mail.

5.2 Waiver.  Whenever any notice is required to be given to any  shareholder  or
director by law, by the Articles of  Incorporation,  or these  bylaws,  a waiver
thereof in  writing,  signed by the  director  or  shareholder  entitled to such
notice, or by the proxy of such shareholder, whether before or after the meeting
to which the waiver  pertains,  shall be deemed  equivalent  thereto;  provided,
however,  that no such waiver shall apply by its terms to more than one required
notice.

                                   ARTICLE SIX
                                    OFFICERS

6.1  Number.  The  officers of the  corporation  shall  consist of a  president,
secretary and a treasurer.  In addition, the board of directors may from time to
time elect or provide for the  appointment  of such other  officers or assistant
officers as it deems necessary for the efficient  management of the corporation,
or as shall otherwise be required by law or regulation.  Any two or more offices
may be held by the same person,  except the offices of president and  secretary.
The board of directors  shall have the power to establish and specify the duties
for all officers of the corporation.

6.2 Election and Term.  All officers  shall be elected by the board of directors
and shall serve at the will of the board of directors and until their successors
have been elected and have qualified, or until their earlier death, resignation,
removal, retirement or disqualification.

6.3  Compensation.  The compensation of all officers of the corporation shall be
fixed by the board of directors,  if such committee is designated as provided in
Section 3.6.  Compensation of all employees who are not officers shall be set by
the president subject to review by the board, at its election.

6.4  Removal.  Any  officer or agent  elected by the board of  directors  may be
removed by the board of  directors  with or without  any cause  whenever  in its
judgment the best interests of the  corporation  will be served thereby  without
prejudice to any contract right to such officer.

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6.5 Chairman of the Board. The board of directors, in its discretion,  may elect
a chairman of the board of  directors  who shall  preside and act as chairman at
all meetings of the shareholders of the board of directors and who shall perform
such other duties as the board of directors may from time to time direct.

6.6 Vice-Chairman of the Board. The board of directors,  in its discretion,  may
elect a  vice-chairman  of the board of directors  who shall  preside and act as
chairman at all  meetings of the  shareholders  of the board of directors in the
absence of the chairman and who shall  perform such other duties as the board of
directors may from time to time direct.

6.7  President.  The  president  shall be the  chief  executive  officer  of the
corporation and shall have general control and supervision over the business and
affairs of the corporation.  He shall see that all orders and resolutions of the
board of directors are carried into effect.  In the absence of a chairman of the
board of  directors,  the  president  shall  preside  and act as chairman of all
meetings of the shareholders  and the board of directors.  He shall also perform
such other  duties as may be  delegated to him from time to time by the board of
directors.

6.8  Officers in Place of  President.  The board of directors  may  designate an
officer who shall,  in the absence or  disability  of the  president,  or at the
discretion  of the  president  perform the duties and exercise the powers of the
president.

6.9  Secretary.  The  secretary  shall  keep  accurate  records  of the acts and
proceedings  of all  meetings  of  shareholders,  directors  and  committees  of
directors.  He shall have authority to give all notices required by law of these
bylaws.  He shall be custodian of the corporate  books,  records,  contracts and
other documents.  The secretary may affix the corporation's seal to any lawfully
executed  documents  requiring it and shall sign such instruments as may require
his signature.

                                  ARTICLE SEVEN
                                    DIVIDENDS

7.1 Time and Conditions of Declaration. Dividends upon the outstanding shares of
the  corporation  may be  declared by the board of  directors  at any regular or
special  meeting and paid in cash or  property  only out of the  unreserved  and
unrestricted  earned  surplus of the  corporation  or out of the  unreserved and
unrestricted  net earnings of the current  fiscal year,  computed to the date of
declaration of the dividend, or the next preceding fiscal year.

7.2 Share Dividends - Treasury Shares. Dividends may be declared by the board of
directors and paid in the shares of the  corporation  out of any treasury shares
that have been reacquired out of the capital funds of the corporation.

7.3 Share Dividends - Unissued Shares. Dividends may be declared by the board of
directors and paid in the authorized but unissued  shares of the corporation out
of any retained earnings of the corporation;  provided that such shares shall be
issued at not less than the par value  thereof,  there shall be  transferred  to
capital stock at the time such  dividend is paid an amount of retained  earnings
at least  equal to the  aggregate  par  value of the  shares  to be  issued as a
dividend.

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7.4 Share  Splits.  A split or division of the issued shares of any class into a
greater number of shares of the same class without  increasing the capital stock
of the  corporation  shall not be  construed to be a share  dividend  within the
meaning of this article.

                                  ARTICLE EIGHT
                                     SHARES

8.1 Authorization  and Issuance of Shares.  The par value and the maximum number
of shares of any class of the  corporation  which may be issued and  outstanding
shall be set forth from time to time in the  Articles  of  Incorporation  of the
corporation.  The board of  directors  may  increase or  decrease  the number of
issued and outstanding  shares of the  corporation  within the maximum number of
shares   authorized   by  the   Articles  of   Incorporation   and  the  minimum
capitalization requirements of the Articles of Incorporation or Georgia law.

8.2 Share  Certificates.  The interest of each  shareholder  in the  corporation
shall be evidenced by a certificate or certificates  representing  shares of the
corporation  which shall be in such form as the board of directors may from time
to time adopt in  accordance  with  Georgia  law.  Share  certificates  shall be
consecutively numbered, shall be in registered form, and shall indicate the date
of issue and all such information shall be entered on the  corporation's  books.
Each  certificate  shall be signed by the president or a vice  president and the
secretary  or an  assistant  secretary  and shall be sealed with the seal of the
corporation  or  a  facsimile  thereof;  provided,   however,  that  where  such
certificate is signed by a transfer  agent,  or registered by a registrar  other
than the corporation itself, or any employee of the corporation,  the signatures
of such  officers may be  facsimiles.  In case any officer or officers who shall
have  signed or whose  facsimile  signature  shall have been placed upon a share
certificate  shall have ceased for any reason to be such  officer or officers of
the  officers  of the  corporation  before  such  certificate  is  issued,  such
certificate  may be issued by the corporation  whose  facsimile  signature shall
have been issued thereon had not ceased to be such officer or officers.

8.3 Rights of  Corporation  with  Respect  to  Registered  Owners.  Prior to due
presentation  for transfer of  registration  of its shares,  the corporation may
treat the registered owner of the shares as the person  exclusively  entitled to
vote such shares, to receive any dividend or other  distribution with respect to
such shares, and for all other purposes;  and the corporation shall not be bound
to recognize  any  equitable or other claim to or interest in such shares on the
part of any other  person,  whether or not it shall have express or other notice
thereof, except as otherwise provided by law.

8.4 Transfer of Shares. Transfer of shares shall be made upon the stock transfer
books of the  corporation  only upon  direction of the person named in the share
certificate representing the shares to be transferred, or by an attorney of such
person lawfully  constituted in writing; and before a new certificate is issued,
the old certificate  shall be surrendered for  cancellation or, in the case of a
certificate  alleged to have been lost, stolen, or destroyed,  the provisions of
Section 8.6 of these bylaws shall have been satisfied.

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8.5  Duty  of  Corporation  to  Register  Transfer.  Notwithstanding  any of the
provisions of Section 8.4 of these bylaws,  the  corporation  is under a duty to
register the transfers of its shares only if:

(a)  The share certificate is endorsed by the appropriate person or persons; and

(b)  Reasonable  assurance  is given that these  endorsements  are  genuine  and
     effective; and

(c)  The  corporation  has  no  duty  to  inquire  into  adverse  claims  or has
     discharged any such duty; and

(d)  Any  applicable  law relating to the  collection of taxes has been complied
     with; and

(e)  The transfer is in fact rightful or is a bona fide purchaser.

8.6 Lost,  Stolen,  or  Destroyed  Certificates.  Any  person  claiming  a share
certificate  to be  lost,  stolen,  or  destroyed  shall  make an  affidavit  or
affirmation of the fact in such manner as the board of directors may require and
shall,  if the board of directors so requires,  give the  corporation  a bond of
indemnity in form and amount, and with one or more sureties  satisfactory to the
board of  directors,  as the  board  of  directors  may  require,  whereupon  an
appropriate  new  certificate  may be issued in lieu of the one  alleged to have
been lost, stolen, or destroyed.

8.7 Fixing of 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 fix in advance a date as the record date, such date to be not more
than 50 days  (and,  in the case of a  shareholder's  meeting,  not less than 10
days)  prior  to the  date  on  which  the  particular  action,  requiring  such
determination of shareholders, is to be taken.

8.8 Record Date if None Fixed. If no record date is fixed as provided in Section
8.7 of these bylaws,  then the record date for any determination of shareholders
which  may be  proper or  required  by law shall be the date on which  notice is
mailed in the case of a shareholders' meeting, or the date on which the board of
directors  adopts a resolution  declaring a dividend in the case of payment of a
dividend.

                                  ARTICLE NINE
                                 INDEMNIFICATION

9.1 Indemnification. Any person, his heirs, executors, or administrators, may be
indemnified or reimbursed by the  corporation  for reasonable  expense  actually
incurred in connection with any action,  suit or proceeding,  civil or criminal,
to which he shall  be made a party  by  reason  of the fact  that he is or was a
director, trustee, officer, employee, or agent of the corporation, or that he is
or was serving,  at the request of the corporation,  trust or other organization
or  enterprise;  provided,  however,  that no person shall be so  indemnified or
reimbursed  in relation to any matter in such action,  suit or  proceeding as to
which he shall  finally be  adjudged  to have been guilty of or liable for gross

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negligence, willful misconduct or criminal acts in the performance of his duties
to the corporation, or to such other firm, corporation,  trust, organization, or
enterprise;  and provided  further,  that no person shall be so  indemnified  or
reimbursed in relation to any matter in such action,  suit, or proceeding  which
has been in the subject of a compromise settlement,  except with the approval of
(i) a court of competent jurisdiction,  (ii) the holders of record of a majority
of the  outstanding  shares  of  capital  stock of the  corporation,  or (iii) a
majority of the members of the board of directors then holding office, excluding
the votes of any directors who are parties to the same or substantially the same
action, suit or proceeding.

9.2 Payment of Expenses in Advance.  Expenses  incurred in defending any action,
suit or proceeding  referred to above 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 any person who is or was a  director,  trustee,  officer,  employee or
agent to repay such amount unless it shall  ultimately be determined  that he is
entitled to be indemnified by the corporation as provided above.

9.3 Insurance.  The corporation,  upon the affirmative vote of a majority of its
board of directors,  may purchase and maintain insurance on behalf of any person
who is or was a director, trustee, officer, employee or agent of the corporation
or is or was serving, at the request of the corporation, as a director, trustee,
officer,  employee  or agent  of  another  firm,  corporation,  trust,  or other
organization or enterprise  against liability  asserted against him and incurred
by him in 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 foregoing provisions of these bylaws.

9.4  Rights  Not  Exclusive.   The  foregoing  rights  or   indemnification   or
reimbursement  shall not be  exclusive  of other  rights  to which  the  persons
referred to above, or their heirs, executors, or administrators, may be entitled
as a matter of law, and the corporation may indemnify such persons to the extent
permitted by the Georgia Business  Corporation Code, as such laws may be amended
from time to time.

                                   ARTICLE TEN
                                  MISCELLANEOUS

10.1 Inspection of Books and Records. The board of directors shall have power to
determine which accounts,  books and records of the corporation shall be open to
the inspection of shareholders, except such accounts, books and records that are
specifically  open to inspection  by law, and the board of directors  shall have
power to fix reasonable rues and regulations not in conflict with the applicable
law for the  inspection  of  accounts,  books  and  records  which  by law or by
determination of the board of directors shall be open to inspection.


10.2 Fiscal Year. The fiscal year of the corporation  shall be set by resolution
of the board of directors.


10.3 Seal.  The following is the  impression of the seal adopted by the board of
directors.

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                                 ARTICLE ELEVEN
                                   AMENDMENTS

11.1 Power to Amend  Bylaws.  The board of directors  shall have power to alter,
amend or repeal  these  bylaws or adopt new bylaws.  Notice of any change in the
bylaws during the year shall be given to the  stockholders at the annual meeting
and shall be proposed for  ratification  by a majority vote of the  shareholders
represented at the meeting in person or by proxy.  If the  shareholders  fail to
ratify the change in the bylaws,  such change shall not be  effective  after the
shareholders'  meeting  at which it is  proposed  for  ratification.  Any bylaws
adopted by the board of directors may be altered,  amended, or repealed, and new
bylaws  adopted by the  shareholders.  The  shareholders  may prescribe that any
bylaw or bylaws adopted by them shall not be altered, amended or repealed by the
board of directors.

11.2 Conditions.  Action taken by the shareholders  with respect to bylaws shall
be taken by an  affirmative  vote of a majority of all shares  entitled to elect
directors,  and action by the board of directors with respect to bylaws shall be
taken by an affirmative vote of a majority of all directors then holding office.

         THE  FOREGOING  BYLAWS were  adopted by the Board of  Directors  of the
Corporation at its organizational  meeting held as shown in the Minutes to which
these  Bylaws are annexed,  in witness of which the  undersigned  secretary  has
hereunto subscribed his signature.

                                      By:   /s/ James H. Grogan
                                            ---------------------------------
                                            Secretary                  (SEAL)




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