ARTICLES OF INCORPORATION

                                       OF

                           CHESTATEE BANCSHARES, INC.

                                    ARTICLE I

     The  name of the  corporation  shall be  CHESTATEE  BANCSHARES,  INC.  (the
"Corporation").

                                   ARTICLE II

         The  purpose of the  Corporation  is to become a bank  holding  company
pursuant to the Georgia  Bank  Holding  Company Act (Ga.  Laws 1976,  P. 168, et
seq.) and to purchase, own, and hold the stock of banking corporations and other
corporations  permitted  by the laws of the State of Georgia and the laws of the
United  States.  The  Corporation  shall not acquire the stock of any bank until
such time as the acquisition has been approved by all applicable bank regulatory
agencies.

                                   ARTICLE III

         The  Corporation  shall have the authority to issue  10,000,000  voting
common  shares  with no par value per share  and  10,000,000  non-voting  common
shares with no par value per share.

                                   ARTICLE IV

     The street  address  and  county of the  initial  registered  office of the
Corporation shall be 127 Peachtree  Street,  N.E., Suite 1600,  Atlanta,  Fulton
County,  Georgia  30303.  The initial  registered  agent at such address will be
Edward H. Brown, Esq.

                                   ARTICLE V

         No share exchange,  merger,  consolidation  or sale,  lease,  transfer,
exchange,  or other  disposition  (in one  transaction or in a series of related
transactions)  of all or  substantially  all of the assets of the Corporation or
any of its  affiliates  to another  corporation,  person or entity  unless it is
approved,  at a shareholders meeting called for that purpose, by the affirmative
vote of the holders of two-thirds (2/3) of all classes of stock entitled to vote
in the election of directors.

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                                   ARTICLE VI

         The  directors  of the  Corporation  shall not amend these  Articles of
Incorporation unless the amendment is approved,  at a shareholder meeting called
for that purpose,  by the affirmative vote of the holders of two-thirds (2/3) of
all classes of stock entitled to vote in the election of directors.

                                   ARTICLE VII

         The  Directors  of the  Corporation  are hereby  released,  discharged,
remised and forgiven for any personal  liability of monetary  damages for breach
of  duty of  care  or  other  duty  as a  director  to the  Corporation  and its
shareholders. All liability of directors to the Corporation and its shareholders
is  hereby   eliminated  as  completely  and  fully  as  permitted  by  O.C.G.A.
ss.14-2-202(b)(4).  The  elimination of personal  liability shall not be applied
to:

(a)   Any  appropriation,  in violation of his or her duties,  of  any  business
      opportunity of the Corporation;
(b)   Acts  or  omissions  which  involve  intentional   misconduct or   knowing
      violation of the law;
(c)   Any transaction from  which  the  director receives an  improper  personal
      benefit;
(d)   Any type of liability set forth in O.C.G.A.ss.14-2-832.

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                                  ARTICLE VIII

     The sole  incorporator  is Chester J.  Hosch,  Esq.,  whose  address is 127
Peachtree Street, N.E., Suite 1600, Atlanta, Georgia 30303 (the "Incorporator").

 ARTICLE IX

         The mailing address of the initial  principal office of the Corporation
is 6639 Highway 53 East, Dawsonville, Dawson County, Georgia 30354.

         IN WITNESS  WHEREOF,  the Incorporator has set his hand and affixed his
seal to these Articles of Incorporation.

                                  /s/ Chester J. Hosch
                                  ---------------------
                                  Incorporator

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