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                                                                     Exhibit 3.2

                                     BYLAWS

                                       OF

                  UNITED COMMUNITY BANKSHARES OF FLORIDA, INC.


<PAGE>

                                TABLE OF CONTENTS

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ARTICLE I - Meeting of Shareholders........................................................     1
   Section 1.        Annual Meeting..................................................           1
   Section 2.        Special Meetings................................................           1
   Section 3.        Place...........................................................           1
   Section 4.        Action by Shareholders Without a Meeting........................           1
   Section 5.        Notice of Meeting...............................................           2
   Section 6.        Notice of Adjourned Meetings....................................           2
   Section 7.        Waiver of Notice................................................           3
   Section 8.        Record Date.....................................................           3
   Section 9.        Shareholders' List for Meeting..................................           3
   Section 10.       Voting Entitlement of Shares....................................           4
   Section 11.       Proxies.........................................................           4
   Section 12.       Shareholder Quorum and Voting...................................           5
   Section 13.       Voting Trusts...................................................           5
   Section 14.       Shareholders' Agreements........................................           5

ARTICLE II - Directors...............................................................           6
   Section 1.        General Powers..................................................           6
   Section 2.        Qualifications of Directors.....................................           6
   Section 3.        Number..........................................................           6
   Section 4.        Election and Term...............................................           6
   Section 5.        Vacancy on Board................................................           6
   Section 6.        Removal of Directors by Shareholders............................           6
   Section 7.        Compensation....................................................           7
   Section 8.        Presumption of Assent...........................................           7
   Section 9.        Directors' Meetings.............................................           7
   Section 10.       Notice of Meetings..............................................           7
   Section 11.       Waiver of Notice................................................           7
   Section 12.       Quorum and Voting...............................................           7
   Section 13.       Action by Directors Without a Meeting...........................           7
   Section 14.       Adjournments....................................................           7
   Section 15.       Participation by Conference Telephone...........................           8
   Section 16.       Certain Action Requiring Unanimous Approval.....................           8

ARTICLE III - Board Committees.......................................................           9


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                                        i


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   Section 1.        Committees.......................................................          9
   Section 2.        Audit Committee..................................................          9


ARTICLE IV - Officers.................................................................         10
   Section 1.        Officers, Election and Terms of Office...........................         10
   Section 2.        Resignation and Removal of Officers..............................         10
   Section 3.        Vacancies........................................................         10
   Section 4.        Chief Executive Officer..........................................         10
   Section 5.        Chairman of the Board............................................         11
   Section 6.        Vice Chairman....................................................         11
   Section 7.        President........................................................         11
   Section 8.        Secretary........................................................         11
   Section 9.        Treasurer........................................................         12
   Section 10.       Delegation of Duties.............................................         12

ARTICLE V - Stock Certificates........................................................         12
   Section 1.        Issuance.........................................................         12
   Section 2.        Signatures; Form.................................................         12
   Section 3.        Transfer of Stock................................................         13
   Section 4.        Lost Certificates................................................         13

ARTICLE VI - Indemnification..........................................................         14
   Section 1.        Definitions......................................................         14
   Section 2.        Indemnification of Officers, Directors, Employees and Agents.....         15

ARTICLE VII - General Provisions......................................................         18
   Section 1.        Fiscal Year......................................................         18
   Section 2.        Seal.............................................................         18
   Section 3.        Amendment of Bylaws..............................................         18

CERTIFICATE OF ADOPTION...............................................................         18
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                                       ii


<PAGE>

                                     BYLAWS
                                       OF
                  UNITED COMMUNITY BANKSHARES OF FLORIDA, INC.

                                    ARTICLE I

                             Meeting of Shareholders

         Section 1. Annual Meeting. The annual meeting of the shareholders of
this Corporation shall be held following the end of the Corporation's fiscal
year at such time as shall be determined by the Board of Directors. The annual
meeting shall be held for the election of directors of the Corporation and the
transaction of any business which may be brought before the meeting. The annual
meeting of the shareholders for any year shall be held no later than thirteen
months after the last preceding annual meeting of shareholders. The failure to
hold the annual meeting at the time stated shall not affect the validity of any
corporate action and shall not work a forfeiture of or dissolution of the
Corporation. Annual meetings shall be held at the Corporation's principal office
unless stated otherwise in the notice of the annual meeting.

         Section 2. Special Meetings. Special meetings of the shareholders shall
be held when directed by the Chairman of the Board, the President or the Board
of Directors, or when requested in writing by the holders of not less than
one-half of all the votes entitled to be cast on any issue proposed to be
considered at the proposed special meeting. Shareholders should sign, date, and
deliver to the Corporation's Secretary one or more written demands for the
meeting describing the purpose or purposes for which it is to be held. A meeting
requested by shareholders shall be called for a date not less than ten nor more
than sixty days after the request is made. The call for the meeting shall be
issued by the Secretary, unless the Chairman of the Board, the President, the
Board of Directors, or shareholders requesting the calling of the meeting shall
designate another person to do so.

         Section 3. Place. Meetings of shareholders may be held either within or
without the State of Florida. Unless otherwise directed by the Board of
Directors, meetings of the shareholders shall be held at the principal offices
of the Corporation in the State of Florida.

         Section 4. Action by Shareholders Without a Meeting. Action that is
required or permitted to be taken at an annual or special meeting of
shareholders may be taken without a meeting, without prior notice, and without a
vote if the action is taken by the holders of outstanding stock of each voting
group entitled to vote thereon having not less than a minimum number of votes
with respect to each voting group that would be necessary to authorize or take
such action at a meeting at which all voting groups and shares entitled to vote
thereon were present and voted. In order to be effective, the action must be
evidenced by one or more written consents describing the action taken, dated and
signed by approving shareholders having the requisite number of votes of each
voting group entitled to vote thereon, and delivered to the


<PAGE>

Corporation by delivery to its principal office in this State, its principal
place of business, the corporate secretary, or another officer or agent of the
Corporation having custody of the book in which proceedings of meetings of
shareholders are recorded. No written consent shall be effective to take the
corporate action referred to therein unless, within sixty days of the date of
the earliest dated consent delivered in the manner required by this Section,
written consent signed by the number of holders required to take action is
delivered to the Corporation by delivery as set forth in this Section.

         Any written consent may be revoked prior to the date that the
Corporation receives the required number of consents to authorize the proposed
action. No revocation shall be effective unless in writing and until received by
the Corporation at its principal office in this State or its principal place of
business, or received by the corporate secretary or other officer or agent of
the Corporation having custody of the book in which proceedings of meetings of
shareholders are recorded.

         Within ten days after obtaining such authorization by written consent,
notice must be given to those shareholders who have not consented in writing or
who are not entitled to vote on the action. The notice shall fairly summarize
the material features of the authorized action and, if the action be such for
which dissenters' rights are provided under Florida law, the notice shall
contain a clear statement of the right of shareholders dissenting therefrom to
be paid the fair value of their shares upon compliance with further provisions
of Florida law regarding the rights of dissenting shareholders.

         A consent signed under this Section has the effect of a meeting vote
and may be described as such in any document.

         Whenever action is taken pursuant to this Section, the written consent
of the shareholders consenting thereto or the written reports of inspectors
appointed to tabulate such consents shall be filed with the minutes of
proceedings of shareholders.

         Section 5. Notice of Meeting. The Corporation shall notify shareholders
in writing of the date, time, and place of each annual and special shareholders'
meeting no fewer than ten or more than sixty days before the meeting date.
Notice of a shareholders' meeting may be communicated or delivered to any
shareholder in person, or by teletype, telegraph or other form of electronic
communication, or by mail, by or at the direction of the Chairman of the Board,
the President, the Secretary, or the officer or persons calling the meeting. If
notice is mailed, it shall be deemed to be delivered when deposited in the
United States mail addressed to the shareholder at his address as it appears on
the stock transfer books of the Corporation, with postage thereon prepaid.

         Section 6. Notice of Adjourned Meetings. When an annual or special
shareholders' meeting is adjourned to a different date, time or place, notice
need not be given of the new date, time or place if the new date, time or place
is announced at the meeting before an adjournment is taken, and any business may
be transacted at the adjourned meeting that might have been transacted on the
original date of the meeting. If, however, after the adjournment the Board of
Directors fixes a new record date for the


                                        2
<PAGE>

adjourned meeting, a notice of the adjourned meeting must be given to persons
who are shareholders as of the new record date who are entitled to notice of the
meeting.

         Section 7. Waiver of Notice. A shareholder may waive any notice
required by the Articles of Incorporation or Bylaws before or after the date and
time stated in the notice. The waiver must be in writing, be signed by the
shareholder entitled to the notice, and be delivered to the Corporation for
inclusion in the minutes or filing with the corporate records. Attendance by a
shareholder at a meeting waives objection to lack of notice or defective notice
of the meeting, unless the shareholder at the beginning of the meeting objects
to holding the meeting or transacting business at the meeting.

         Section 8. Record Date. For the purpose of determining the shareholders
entitled to notice of a shareholders' meeting, to demand a special meeting, to
vote, or to take any other action, the Board of Directors may fix the record
date for any such determination of shareholders.

         The record date for determining shareholders entitled to demand a
special meeting is the date the first shareholder delivers his demand to the
Corporation. The record date for determining shareholders entitled to take
action without a meeting is the date the first signed written consent is
delivered to the Corporation under Section 4 of this Article. A record date for
purposes of this Section may not be more than 70 days before the meeting or
action requiring a determination of shareholders.

         If the stock transfer books are not closed and no record date is fixed
for the determination of shareholders entitled to notice or to vote at a meeting
of shareholders, or shareholders entitled to receive payment of a dividend, the
date on which notice of the meeting is mailed or the date on which the
resolution of the Board of Directors declaring such dividend is adopted, as the
case may be, shall be the record date for such determination of shareholders.

         When a determination of shareholders entitled to vote at any meeting of
shareholders has been made as provided in this Section, such determination shall
apply to any adjournment thereof, unless the Board of Directors fixes a new
record date for the adjourned meeting.

         Section 9. Shareholders' List for Meeting. After fixing a record date
for a meeting, the Corporation shall prepare an alphabetical list of the names
of all its shareholders who are entitled to notice of a shareholders' meeting,
arranged by voting group with the address of, and the number and class and
series, if any, of shares held by each. The shareholders' list shall be
available for inspection by any shareholder for a period of ten days prior to
the meeting or such shorter time as exists between the record date and the
meeting and continuing through the meeting at the Corporation's principal
office, at a place identified in the meeting notice in the city where the
meeting will be held, or at the office of the Corporation's transfer agent or
registrar. A shareholder or his agent or attorney is entitled on written demand
to inspect the list, during regular business hours and at the shareholder's
expense, during the period it is available for inspection.


                                        3
<PAGE>

         The Corporation shall make the shareholders' list available at the
meeting, and any shareholder or his agent or attorney is entitled to inspect the
list at any time during the meeting or any adjournment.

         Section 10. Voting Entitlement of Shares. Except as provided otherwise
in the Articles of Incorporation or herein, each outstanding share, regardless
of class, is entitled to one vote on each matter submitted to vote at a meeting
of the shareholders. Shares standing in the name of another Corporation,
domestic or foreign, may be voted by such officer, agent, or proxy as the bylaws
of the corporate shareholder may prescribe or, in the absence of any applicable
provisions, by such person as the board of directors of the corporate
shareholder may designate. In the absence of any such designation or in case of
conflicting designation by the corporate shareholder, the Chairman of the Board,
the Vice Chairman, the President, any Vice President, the Secretary, and the
Treasurer of the corporate shareholder, in that order, shall be presumed to be
fully authorized to vote such shares.

         Shares entitled to vote held by an administrator, executor, guardian,
personal representative, or conservator may be voted by him, either in person or
by proxy, without a transfer of such shares into his name. Shares standing in
the name of a trustee may be voted by him, either in person or by proxy, but no
trustee shall be entitled to vote shares held by him without a transfer of such
shares into his name or the name of his nominee.

         Shares held by or under the control of a receiver, a trustee in
bankruptcy proceedings, or an assignee for the benefit of creditors may be voted
by him without the transfer thereof into his name.

         Nothing herein contained shall prevent trustees or other fiduciaries
holding shares registered in the name of a nominee from causing such shares to
be voted by such nominee as the trustee or other fiduciary may direct. Such
nominee may vote shares as directed by a trustee or other fiduciary without the
necessity of transferring the shares to the name of the trustee or other
fiduciary.

         Section 11. Proxies. A shareholder, other person entitled to vote on
behalf of a shareholder pursuant to law, or attorney in fact, may vote the
shareholder's shares in person or by proxy.

         A shareholder may appoint a proxy to vote or otherwise act for him by
signing an appointment form, either personally or by his attorney in fact. An
executed telegram or cablegram appearing to have been transmitted by such
person, or a photographic, photostatic, telecopy or equivalent reproduction of
an appointment form is a sufficient appointment form. An appointment of a proxy
is effective when received by the Secretary or other officer authorized to
tabulate votes and is valid for up to eleven months unless a longer period is
expressly provided in the appointment form.

         The death or incapacity of a shareholder appointing a proxy does not
affect the right of the Corporation to accept the proxy's authority unless
notice of the death or incapacity is received by the Secretary or other officer
or agent authorized to tabulate votes before the proxy exercises his authority
under the appointment.


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<PAGE>
         Section 12. Shareholder Quorum and Voting. A majority of the shares
entitled to vote, represented in person or by proxy, shall constitutes a quorum
at a meeting of shareholders.

         If a quorum exists, action on a matter (other than the election of
directors) by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action, unless the
Articles of Incorporation or applicable law requires a greater number of
affirmative votes. After a quorum has been established at a shareholders'
meeting, a subsequent withdrawal of shareholders, so as to reduce the number of
shares entitled to vote at the meeting below the number required for a quorum,
shall not affect the validity of any action taken at the meeting or any
adjournment thereof.

         Section 13. Voting Trusts. One or more shareholders may create a voting
trust, conferring on a trustee the right to vote or otherwise act for them, by
signing an agreement setting out the provisions of the trust (which may include
anything consistent with its purpose) and transferring their shares to the
trustee. When a voting trust agreement is signed, the trustee shall prepare a
list of the names and addresses of all owners of beneficial interests in the
trust, together with the number and class of shares each transferred to the
trust, and deliver copies of the list and agreement to the Corporation's
principal office. After filing a copy of the list and agreement in the
Corporation's principal office, such copy shall be open to inspection by any
shareholder of the Corporation or any beneficiary of the trust under the
agreement during business hours.

         A voting trust is valid for not more than ten years after its effective
date, provided that all or some of the parties to a voting trust may extend it
for additional terms of not more than ten years each by signing an extension
agreement and obtaining the voting trustee's written consent to the extension.
An extension is valid for the period set forth therein, up to ten years, from
the date the first shareholder signs the extension agreement. The voting trustee
must deliver copies of the extension agreement and list of beneficial owners to
the Corporation's principal office. An extension agreement binds only those
parties signing it.

         Section 14. Shareholders' Agreements. Two or more shareholders may
provide for the manner in which they will vote their shares by signing an
agreement for that purpose.

         When a shareholders' agreement is signed, the shareholders parties
thereto shall deliver copies of the agreement to the Corporation's principal
office. After filing a copy of the agreement in a Corporation's principal
office, such copy shall be open to inspection by any shareholder of the
Corporation, or any party to the agreement during business hours.

                                   ARTICLE II


                                        5
<PAGE>

                                    Directors

         Section 1. General Powers. All corporate powers shall be exercised by
or under the authority of, and the business and affairs of the Corporation shall
be managed under the direction of its Board of Directors.

         Section 2. Qualifications of Directors. Directors must be natural
persons who are eighteen years of age or older but need not be residents of this
state or shareholders of this Corporation.

         Section 3. Number. The Board of Directors of this Corporation as of the
date of adoption of these Bylaws shall consist of three (3) members. The number
of directors may be increased or decreased from time to time by action of the
Board of Directors, but no decrease shall have the effect of shortening the
terms of any incumbent director. Directors are elected at each annual meeting of
shareholders. The directors of the Corporation shall have at least one
representative of Community United Bank of Florida and two representatives of
United Heritage Bank. The power and authority of the directors of the
Corporation shall be exercised by such individuals and not by the subsidiary
banks of the Corporation.

         Section 4. Election and Term. Each person named in the Articles of
Incorporation as a member of the initial Board of Directors shall hold office
until the first shareholders' meeting at which directors are elected and until
such person's successor shall have been elected and qualified or until such
person's earlier resignation, removal from office or death.

         At the first annual meeting of shareholders and at each annual meeting
thereafter the shareholders shall elect directors to hold office until the next
succeeding annual meeting. Each director shall hold office for the term for
which such director is elected and until such director's successor shall have
been elected and qualified or until such director's earlier resignation, removal
from office or death.

         Section 5. Vacancy on Board. Subject to Section 3 above, any vacancy
occurring in the Board of Directors, including a vacancy from an increase in the
number of directors, may be filled by the affirmative vote of a majority of the
remaining directors, though less than a quorum of the Board of Directors. A
director elected to fill a vacancy shall hold office only until the next
election of directors by the shareholders.

         Section 6. Removal of Directors by Shareholders. The shareholders may
remove one or more directors with or without cause. A director may be removed by
the shareholders at a meeting of shareholders, provided the notice of the
meeting states that the purpose, or one of the purposes, of the meeting is
removal of the director.

         Section 7. Compensation. The Board of Directors shall have authority to
fix the compensation of directors.


                                        6
<PAGE>

         Section 8. Presumption of Assent. A director of the Corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
such director votes against such action or abstains from voting in respect
thereto because of an asserted conflict of interests.

         Section 9. Directors' Meetings. The Board of Directors may hold regular
or special meetings in or out of the state. Meetings of the Board of Directors
may be called at any time by the Chairman of the Board, by the President of the
Corporation, or by any two directors.

         Section 10. Notice of Meetings. Regular meetings of the Board of
Directors may be held without notice of the date, time, place or purpose of the
meetings. Special meetings of the Board of Directors must be preceded by at
least two days' notice of the date, time and place of the meeting.

         Neither the business to be transacted at, nor the purpose of, any
regular or special meeting of the Board of Directors need be specified in the
notice or waiver of notice of such meeting.

         Section 11. Waiver of Notice. Notice of a meeting of the Board of
Directors need not be given to any director who signs a waiver of notice either
before or after the meeting. Attendance of a director at a meeting shall
constitute a waiver of notice of such meeting and waiver of any and all
objections to the place of the meeting, the time of the meeting, or the manner
in which it has been called or convened, except when a director states, at the
beginning of the meeting or promptly upon arrival at the meeting, any objection
to the transaction of business because the meeting is not lawfully called or
convened.

         Section 12. Quorum and Voting. A majority of the number of directors
fixed by these Bylaws shall constitute a quorum for the transaction of business.
If a quorum is present when a vote is taken, the affirmative vote of a majority
of directors present is the act of the Board of Directors.

         Section 13. Action by Directors Without a Meeting. Any action required
or permitted by law to be taken at a Board of Directors' meeting or committee
meeting may be taken without a meeting if action is taken by all members of the
Board or the committee. The action must be evidenced by one or more written
consents describing the action taken and signed by each director or committee
member. Action taken shall be effective when the last director signs the
consent, unless the consent specifies a different effective date. The consent
signed shall have the effect of a meeting vote and may be described as such in
any document.

         Section 14. Adjournments. A majority of the directors present, whether
or not a quorum exists, may adjourn any meeting of the Board of Directors to
another time and place. Notice of any such adjourned meeting shall be given to
the directors who were not present at the time of the adjournment and, unless
the time and place of the adjourned meeting are announced at the time of the
adjournment, to the other directors.


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<PAGE>
         Section 15. Participation by Conference Telephone. Members of the Board
of Directors may participate in a meeting of such Board by means of a conference
telephone or similar communications equipment by which all persons
participating in the meeting can hear each other at the same time. Participation
by such means shall constitute presence in person at a meeting.

         Section 16. Certain Action Requiring Unanimous Approval. As long as the
directors of the Corporation shall consist of only three members, each of the
following actions shall require unanimous approval of the directors for:

         (a)      Any merger, sale of substantially all of the assets, or
                  consolidation of the Corporation.

         (b)      Any expansion of the Corporation by acquisition or de novo
                  bank formation.

         (c)      Any consolidation or other disposition of a subsidiary bank.

         (d)      The addition of a new member to the Corporation Board of
                  Directors.

         (e)      Major capital expenses or strategic initiatives outside the
business plan or budget of each subsidiary Bank.

         (f)      The award of stock options.

         (g)      Payment of Corporation dividends.

         (h)      Any recapitalization or reorganization of the Corporation, or
                  a subsidiary bank.

         (i)      Any repeal or revocation of any of the foregoing.

         In addition, the following action shall be subject to prior approval by
the Board of Directors:

         (a)      Loans of a subsidiary bank over $1.0 million in the aggregate.

         (b)      The budget and business plan of the subsidiary bank.

         (c)      The election of directors of each subsidiary bank.

         (d)      The approval or change of any employee benefits.

         (e)      Removal of any subsidiary bank directors.


                                        8
<PAGE>

                                   ARTICLE III

                                Board Committees

         Section 1. Committees. The Board of Directors, by resolution adopted by
a majority of the full Board of Directors, may designate from among its members
one or more other committees each of which, to the extent provided in such
resolution, shall have and may exercise all the authority of the Board of
Directors, except that no committee shall have the authority to:

         (a) Approve or recommend to shareholders actions or proposals required
by law to be approved by shareholders.

         (b) Fill vacancies on the Board of Directors or any committee thereof.

         (c) Adopt, amend, or repeal the Bylaws.

         (d) Authorize or approve the reacquisition of shares unless pursuant to
a general formula or method specified by the Board of Directors.

         (e) Authorize or approve the issuance or sale, or contract for the sale
of shares, or determine the designation and relative rights, preferences, and
limitations of a voting group except that the Board of Directors may authorize a
committee (or a senior executive officer of the Corporation) to do so within
limits specifically prescribed by the Board of Directors.

         Each committee must have two or more members who serve at the pleasure
of the Board of Directors. The Board, by resolution adopted in accordance with
this Section, may designate one or more directors as alternate members of any
such committee who may act in the place and stead of any absent member or
members at any meeting of such committee.

         Neither the designation of any such committee, the delegation thereto
of authority, nor action by such committee pursuant to such authority shall
alone constitute compliance by any member of the Board of Directors not a member
of the committee in question with his responsibility to act in good faith, in a
manner he reasonably believes to be in the best interest of the Corporation, and
with such care as an ordinarily prudent person in a like position would use
under similar circumstances.

         Section 2. Audit Committee. The separate audit committees of the
subsidiary banks of the Corporation shall perform the audit committee function
for the Corporation.


                                        9
<PAGE>

                                   ARTICLE IV

                                    Officers

         Section 1. Officers, Election and Terms of Office. The principal
officers of this Corporation shall consist of a Chairman of the Board, a Vice
Chairman of the Board, a President and Chief Executive Officer, a Secretary and
a Treasurer, and such other officers as the Board may from time to time
determine, each of whom shall be elected by the Board of Directors at the first
meeting of directors immediately following the annual meeting of shareholders of
this Corporation, and shall hold their respective offices from the date of the
meeting at which elected until the time of the next succeeding meeting of the
Board following the annual meeting of the shareholders. The Board of Directors
shall have the power to elect or appoint, for such term as it may see fit, such
other officers and assistant officers and agents as it may deem necessary, and
to prescribe such duties for them to perform as it may deem advisable. Any two
or more offices may be held by the same person. Failure to elect an officer
shall not affect the existence of the Corporation.

         Section 2. Resignation and Removal of Officers. An officer may resign
at any time by delivering notice to the Corporation. A resignation is effective
when the notice is delivered unless the notice specifies a later effective date.
If a resignation is made effective at a later date and the Corporation accepts
the future effective date, the Board of Directors may fill the pending vacancy
before the effective date if the Board of Directors provides that the successor
does not take office until the effective date.

         The Board of Directors may remove any officer at any time with or
without cause. Any officer or assistant officer, if appointed by another
officer, may likewise be removed by such officer. Removal of any officer shall
be without prejudice to the contract rights, if any, of the person so removed;
however, election or appointment of an officer or agent shall not of itself
create contract rights.

         Section 3. Vacancies. Any vacancy, however occurring, in any office may
be filled by the Board of Directors.

         Section 4. Chief Executive Officer. Such person shall serve as the
chief executive officer of the Corporation and, subject to the provisions of
these Bylaws and any limitations imposed by the Board of Directors, shall have
general charge of the business, affairs, and property of the Corporation and
general supervision over its other officers, agents, and employees. The Chief
Executive Officer shall have the power and authority to execute contracts,
deeds, notes, mortgages, bonds, and other instruments and documents in the name
of the Corporation and on its behalf, subject, however, to any limitations
imposed by the Board of Directors. The Chief Executive Officer shall report to
the Board of Directors. Unless otherwise expressly provided by the Board of
Directors, the Chief Executive Officer shall perform the duties and exercise the
powers of any officer during any absence or disability of such officer.


                                       10
<PAGE>

         Section 5. Chairman of the Board. The Board of Directors shall appoint
one of its members to be Chairman of the Board. The Chairman of the Board shall
have the power and authority to execute contracts, deeds, notes, mortgages,
bonds, and other instruments and documents in the name of the Corporation and on
its behalf, subject, however, to any limitations imposed by the Board of
Directors. The Chairman of the Board shall preside at all meetings of the
shareholders and the Board of Directors and shall generally have and perform
such other duties as may from time to time be conferred or assigned by the Board
of Directors. The Chairman of the Board shall perform the duties and exercise
the powers of the Chief Executive Officer during any absence or disability of
such officer.

         Section 6. Vice Chairman. The Board of Directors shall appoint one or
more of its members to be Vice Chairman of the Board. The Vice Chairman shall
have the power and authority to execute contracts, deeds, notes, mortgages,
bonds, and other instruments and documents in the name of the Corporation and on
its behalf, subject, however, to any limitations imposed by the Board of
Directors. The Vice Chairman of the Board shall also have and may exercise such
further executive powers and duties as from time to time may be conferred upon
or assigned by the Board of Directors or, in the absence of such action by the
Board, by the Chairman of the Board or the Chief Executive Officer.

         Section 7. President. Subject to the provisions of these Bylaws and any
limitations imposed by the Board of Directors, the President shall have such
general executive powers as usually pertain to such office or as may be properly
required by the Board of Directors. The President shall have the power and
authority to sign certificates evidencing the capital stock of the Corporation
and execute contracts, deeds, notes, mortgages, bonds, and other instruments and
documents in the name of the Corporation and on its behalf, subject, however, to
any limitations imposed by the Board of Directors. The President shall report to
the Chief Executive Officer.

         Section 8. Secretary. The Secretary shall keep the minutes of all
meetings of the shareholders and the Board of Directors in a book or books to be
kept for such purposes, and also, when so requested, the minutes of all meetings
of committees in a book or books to be kept for such purposes. The Secretary
shall attend to giving and serving of all notices, and such Secretary shall have
charge of all books and papers of the Corporation, except those hereinafter
directed to be in charge of the Treasurer, or except as otherwise expressly
directed by the Board of Directors. The Secretary shall keep the stock
certificate book or books. The Secretary shall be the custodian of the seal of
the Corporation. The Secretary may sign as Secretary of the Corporation, with
the President in the name of the Corporation and on its behalf, all contracts,
deeds, mortgages, bonds, notes and other papers, instruments and documents,
except as otherwise expressly provided by the Board of Directors, and as such,
the Secretary shall affix the seal of the Corporation thereto when required
thereby. Under the direction of the Board of Directors, the Chairman of the
Board or the President, the Secretary shall perform all the duties usually
pertaining to the office of Secretary; and such Secretary shall perform such
other duties as may be prescribed by the Board of Directors, the Chairman of the
Board or the President.


                                                        11
<PAGE>

         Section 9. Treasurer. The Treasurer shall have the custody of all the
funds and securities of the Corporation except as may be otherwise provided by
the Board of Directors, and the Treasurer shall make such disposition of the
funds and other assets of the Corporation as such Treasurer may be directed by
the Board of Directors. The Treasurer shall keep or cause to be kept a record of
all money received and paid out, and all vouchers and receipts given therefor,
and all other financial transactions of the Corporation. The Treasurer shall
have general charge of all financial books, vouchers and papers belonging to the
Corporation or pertaining to its business. The Treasurer shall render an account
of the Corporation's funds at the first meeting of the Board of Directors
immediately following the annual meeting of shareholders of this Corporation,
and at such other meetings as such Treasurer may be requested, and such
Treasurer shall make an annual statement of the finances of the Corporation. If
at any time there is a person designated as Comptroller of the Corporation, the
Treasurer may delegate to such Comptroller such duties and powers as to the
Treasurer may seem proper. The Treasurer shall perform such other duties as are
usually incident by law or otherwise to the office of the Treasurer, and as such
Treasurer may be directed or required by the Board of Directors, the Chairman of
the Board or the President.

         Section 10. Delegation of Duties. In the case of the absence or
disability of any officer of the Corporation, or in case of a vacancy in any
office or for any other reason that the Board of Directors may deem sufficient,
the Board of Directors, except as otherwise provided by law, may delegate the
powers or duties of any officer during the period of such officer's absence or
disability to any other officer or to any director.

                                    ARTICLE V

                               Stock Certificates

         Section 1. Issuance. Every holder of shares in this Corporation shall
be entitled to have a certificate, representing all shares to which such holder
is entitled. No certificate shall be issued for any share until such share is
fully paid.

         Section 2. Signatures; Form. Certificates representing shares in this
Corporation shall be signed by the Chairman of the Board, Vice Chairman of the
Board, Chief Executive Officer, or President and the Secretary and may be sealed
with the seal of this Corporation or a facsimile thereof. The signatures of the
officers may be facsimiles if the certificate is manually signed on behalf of a
transfer agent or a registrar, other than the Corporation itself or an employee
of the Corporation. In case any officer who signed or whose facsimile signature
has been placed upon such certificate shall have ceased to be such officer
before such certificate is issued, it may be issued by the Corporation with the
same effect as if such person were such officer at the date of its issuance.

         Every certificate representing shares which are restricted as to the
sale, disposition or other transfer of such shares shall state that such shares
are restricted as to transfer and shall set forth or fairly summarize such
restrictions upon the certificate. Alternatively, each certificate may state
conspicuously that the


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<PAGE>

Corporation will furnish to any shareholder upon request and without charge a
full statement of such restrictions.

         Section 3. Transfer of Stock. Shares of stock of the Corporation shall
be transferred on the books of the Corporation only upon surrender to the
Corporation of the certificate or certificates representing the shares to be
transferred accompanied by an assignment in writing of such shares properly
executed by the shareholder of record or his duly authorized attorney in fact
and with all taxes on the transfer having been paid. The Corporation may refuse
any requested transfer until furnished evidence satisfactory to it that such
transfer is proper. Upon the surrender of a certificate for transfer of stock,
such certificate shall be marked on its face "Canceled." The Board of Directors
may make such additional rules concerning the issuance, transfer and
registration of stock as it deems appropriate.

         If any holder of any stock of the Corporation shall have entered into
an agreement with any other holder of any stock of the Corporation or with the
Corporation, or both, relating to a sale or sales or transfer of any shares of
stock of the Corporation, or wherein or whereby any restriction or condition is
imposed or placed upon or in connection with the sale or transfer of any share
of stock of the Corporation, and if a duly executed or certified copy thereof
shall have been filed with the Secretary of the Corporation, none of the shares
of stock covered by such agreement or to which it relates, of any such
contracting shareholder, shall be transferred upon the books of the Corporation
until there has been filed with the Secretary of the Corporation evidence
satisfactory to the Secretary of the Corporation of compliance with such
agreement, and any evidence of any kind or quality, of compliance with the terms
of such agreement which the Secretary deems satisfactory or sufficient shall be
conclusive upon all parties interested; provided, however, that neither the
Corporation nor any director, officer, employee or transfer agent thereof shall
be liable for transferring or effecting or permitting the transfer of any such
shares of stock contrary to or inconsistent with the terms of any such
agreement, in the absence of proof of willful disregard thereof or fraud, bad
faith or gross negligence on the part of the party to be charged; provided,
further, that the certificate of the Secretary, under the seal of the
Corporation, bearing the date of its issuance by the Secretary, certifying that
such an agreement is or is not on file with the Secretary, shall be conclusive
as to such fact so certified for a period of five days from the date of such
certificate, with respect to the rights of any innocent purchaser or transferee
for value of any such shares without actual notice of the existence of any
restrictive agreement.

         Section 4. Lost Certificates. Any shareholder claiming a certificate of
stock to be lost or destroyed shall make affidavit or affirmation of the fact
and the fact that such shareholder is the owner and holder thereof, and give
notice of the loss or destruction of same in such manner as the Board of
Directors may require, and shall give the Corporation a bond of indemnity in
form, and with one or more sureties satisfactory to the Board of Directors,
payable as may be required by the Board of Directors to protect the Corporation
and any person injured by the issuance of the new certificate from any liability
or expense which it or they may incur by reason of the original certificate
remaining outstanding, whereupon the President or a Vice President and the
Secretary or an Assistant Secretary may cause to be issued a new


                                                        13
<PAGE>
certificate in the same tenor as the one alleged to be lost or destroyed, but
always subject to approval of the Board of Directors.

                                   ARTICLE VI

                                 Indemnification

         Section 1. Definitions. For purposes of this Article VI, the following
terms shall have the meanings hereafter ascribed to them:

         (a)      "Agent" includes a volunteer.

         (b)      "Corporation" includes, in addition to the resulting
corporation, any constituent corporation (including any constituent of a
constituent) absorbed in a consolidation or merger, so that any person who is or
was a director, officer, employee, or agent of a constituent corporation, or is
or was serving at the request of a constituent corporation as a director,
officer, employee, or agent of another corporation, partnership, joint venture,
trust or other enterprise, is in the same position with respect to the resulting
or surviving corporation as he would have with respect to such constituent
corporation if its separate existence had continued.

         (c)      "Expenses" includes counsel's fees, including those for
appeal.

         (d)      "Liability" includes obligations to pay a judgment,
settlement, penalty, fine (including an excise tax assessed with respect to any
employee benefit plan), and Expenses actually and reasonably incurred with
respect to a Proceeding.

         (e)      "Proceeding" includes any threatened, pending, or completed
action, suit, or other type of proceeding, whether civil, criminal,
administrative, or investigative and whether formal or informal.

         (f)      "Serving at the Request of the Corporation" includes any
service as a director, officer, employee, or agent of the Corporation that
imposes duties on such persons, including duties relating to an employee benefit
plan and its participants or beneficiaries.

         (g)      "Not Opposed to the Best Interest of the Corporation"
describes the actions of a person who acts in good faith and in a manner he
reasonably believes to be in the best interests of the participants and
beneficiaries of an employee benefit plan.

         (h)      "Other Enterprise" includes employee benefit plans.


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<PAGE>

         Section 2. Indemnification of Officers, Directors, Employees and
Agents.

         A.       The Corporation shall have power to indemnify any person who
was or is a party to any proceeding (other than an action by, or in the right
of, the Corporation), by reason of the fact that he is or was a director,
officer, employee, or agent of the Corporation or is or was serving at the
request of the Corporation as a director, officer, employee, or agent of another
corporation, partnership, joint venture, trust, or other enterprise against
liability incurred in connection with such proceeding, including any appeal
thereof, if he acted in good faith and in a manner he reasonably believed to be
in, or not opposed to, the best interest of the Corporation and, with respect to
any criminal action or proceeding, had no reasonable cause to believe his
conduct was unlawful. The termination of any proceeding by judgment, order,
settlement, or conviction or upon a plea of nolo contendere or its equivalent
shall not, of itself, create a presumption that the person did not act in good
faith and in a manner in which he reasonably believed to be in, or not opposed
to, the best interest of the Corporation or, with respect to any criminal action
or proceeding, had reasonable cause to believe that his conduct was unlawful.

         B.       The Corporation shall have power to indemnify any person, who
was or is a party to any proceeding by or in the right of the Corporation to
procure a judgment in its favor by reason of the fact that he is or was a
director, officer, employee or agent of the Corporation or is or was serving at
the request of the Corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust, or other enterprise,
against expenses and amounts paid in settlement not exceeding, in the judgment
of the Board of Directors, the estimated expense of litigating the proceeding to
conclusion, actually and reasonably incurred in connection with the defense or
settlement of such proceeding, including any appeal thereof. Such
indemnification shall be authorized if such person acted in good faith and in a
manner he reasonably believed to be in, or not opposed to, the best interest of
the Corporation, except that no indemnification shall be made in respect of any
claim, issue, or matter as to which such person shall have been adjudged to be
liable unless, and only to the extent that, the court in which such proceeding
was brought, or any other court of competent jurisdiction, shall determine upon
application that, despite the adjudication of liability that in view of all
circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such expenses which such court shall deem proper.

         C.       To the extent that a director, officer, employee, or agent of
the Corporation has been successful on the merits or otherwise in the defense of
any proceeding referred to in subsection A or subsection B, or in the defense of
any claim, issue, or matter therein, he shall be indemnified against expenses
actually and reasonably incurred by him in connection therewith.

         D.       Any indemnification under subsection A or subsection B, unless
pursuant to determination by a court, shall be made by the Corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee, or agent is proper in the circumstances because he
has met the applicable standard of conduct set forth herein. Such determination
shall be made:


                                       15
<PAGE>

         1.       By the Board of Directors by a majority vote of a quorum
consisting of directors who are not parties to such proceeding;

         2.       If such a quorum is not obtainable or, even if obtainable, by
majority vote of a committee duly designated by the Board of Directors (in which
directors who are parties may participate) consisting solely of two or more
directors not at the time parties to the proceeding;

         3.       By independent legal counsel:

                  a.       Selected by the Board of Directors or the committee;

                  b.       If a quorum of the directors cannot be obtained and a
committee cannot be designated, selected by majority vote of the full Board of
Directors (in which directors who are parties may participate);

         4.       By the shareholders by a majority vote of a quorum consisting
of shareholders who were not parties to such proceeding or, if no such quorum is
obtainable, by a majority vote of shareholders who were not parties to such
proceeding.

         E. Evaluation of the reasonableness of expenses and authorization of
indemnification shall be made in the same manner as the determination that
indemnification is permissible. However, if the determination of permissibility
is made by independent legal counsel, persons designated by independent legal
counsel shall evaluate the reasonableness of expenses and may authorize
indemnification.

         F. Expenses incurred by an officer or director in defending a civil or
criminal proceeding may be paid by the Corporation in advance of the final
disposition of the such proceeding upon receipt of an undertaking by or on
behalf of such director or officer to repay such amount if he is ultimately
found not to be entitled to indemnification by the Corporation pursuant to this
section. Expenses incurred by other employees and agents may be paid in advance
upon such terms or conditions that the Board of Directors deems appropriate.

         G. The indemnification and advancement of expenses provided pursuant to
this Article are not exclusive, and the Corporation may make any other or
further indemnification or advancement of expenses of any of its directors,
officers, employees, or agents, under any bylaw, agreement, vote of
shareholders, or disinterested directors, or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office. However, indemnification or advancement of expenses shall not be made to
or on behalf of any director, officer, employee, or agent if a judgment or other
final adjudication establishes that his actions, or omissions to act, were
material to the cause of action so adjudicated and constitute:


                                       16
<PAGE>

                  1.       A violation of the criminal law, unless the director,
officer, employee, or agent had reasonable cause to believe his conduct was
lawful or had no reasonable cause to believe his conduct was unlawful;

                  2.       A transaction from which the director, officer,
employee, or agent derived an improper personal benefit;

                  3.       In the case of a director, a circumstance under which
the liability provisions of Section 607.0834, Florida Statutes, are applicable;
or

                  4.       Willful misconduct or a conscious disregard for the
best interests of the Corporation in a proceeding by or in the right of the
Corporation to procure a judgment in its favor or in a proceeding by or in the
right of a shareholder.

         H. Indemnification and advancement of expenses as provided in this
Article shall continue as, unless otherwise provided when authorized or
ratified, to a person who has ceased to be a director, officer, employee, or
agent and shall inure to the benefit of the heirs, executors, and administrators
of such a person, unless otherwise provided when authorized or ratified.

         I. Notwithstanding the failure of the Corporation to provide
indemnification, and despite any contrary determination of the Board or of the
shareholders in the specific case, a director, officer, employee or agent of the
Corporation who is or was a party to a proceeding may apply for indemnification
or advancement of expenses, or both, to the court conducting the proceeding, to
the Circuit Court, or to another court of competent jurisdiction. On receipt of
an application, the court, after giving any notice that it considers necessary,
may order indemnification and advancement of expenses, including expenses
incurred in seeking court ordered indemnification or advancement of expenses, if
it determines that:

                  1.       The director, officer, employee or agent is entitled
to mandatory indemnification in which case the court shall also order the
Corporation to pay the director reasonable expenses incurred in obtaining court
ordered indemnification or advancement of expenses;

                  2.       The director, officer, employee or agent is entitled
to indemnification or advancement of expenses, or both, by virtue of the
exercise by the Corporation of its power; or

                  3.       The director, officer, employee or agent is fairly
and reasonably entitled to indemnification or advancement of expenses, or both,
in view of all the relevant circumstances, regardless of whether such person met
the standard of conduct set forth herein.


                                                        17
<PAGE>

                                   ARTICLE VII

                               General Provisions

         Section 1. Fiscal Year. The fiscal year of the Corporation shall begin
on the first day of January and end on the last day of December in each year.

         Section 2. Seal. The Board of Directors in its discretion may adopt a
seal for the Corporation in such form as may be determined from time to time by
the Board of Directors.

         Section 3. Amendment of Bylaws. The Board of Directors shall have the
power to appeal, alter, amend, and rescind these Bylaws.




                             CERTIFICATE OF ADOPTION

         I hereby certify that the foregoing Bylaws were duly adopted at a
meeting of the Board of Directors held on January 13, 2003.



                                /s/ David G. Powers
                                -----------------------------------------------
                                David G. Powers
                                President and Chief Executive Officer of the
                                Corporation


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