**Exhibit 3.5**

 

**AMENDED AND RESTATED BYLAWS OF**

 

**FIRST CENTURY BANCORP.**

**a Georgia corporation (the “Corporation”)**

 

# **ARTICLE ONE**

**OFFICES**

 

## 1.1                                 REGISTEREDOFFICE AND AGENT. The Corporation will maintain a registered office and will have aregistered agent whose business office is identical with such registeredoffice.  The registered office need notbe identical with the principal business office of the Corporation.

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## 1.2                                 OTHEROFFICES.  The Corporation mayhave offices at such other place(s), within or without the State of Georgia, asthe Board of Directors may from time to time determine or the business of theCorporation may require.

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# **ARTICLE TWO**

**SHAREHOLDERS’ MEETINGS**

 

## 2.1                                 DATE, TIMEAND PLACE OF MEETINGS. All meetings of the shareholders shall be held on such date, time andplace, within or without the State of Georgia, as the Board of Directors mayset forth from time to time, or if no place is so specified, at the principalexecutive office of the Corporation.

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## 2.2                                 ANNUALMEETINGS.  The annual meetingof shareholders shall be held on a date and at a time following the end of theCorporation’s fiscal year as may be determined by the Board of Directors, forthe purpose of electing directors and transacting any and all business that mayproperly come before the meeting.

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## 2.3                                 SPECIALMEETINGS.  Special meetings ofthe shareholders for any purpose(s) may be called at any time by theChairman of the Board or the President or by a majority of the directors thenin office or by written request of the holders of at least 25% of the thenoutstanding shares of capital stock of the Corporation entitled to be cast,voting together as a single class. Business transacted at any special meetingof shareholders shall be limited to the purpose(s) stated in the noticethereof.

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## 2.4                                 NOTICE OFMEETINGS.  Written notice ofeach shareholders’ meeting stating the date, time and place of the meeting willbe delivered either personally or by mail to each shareholder of recordentitled to vote at such meeting, not less than 10 days or more than 60 daysbefore the date of the meeting.  In theease of an annual meeting, the notice of the meeting need not state the purpose(s) forwhich the meeting is called.  In the easeof a special meeting, the notice of meeting shall state the purpose(s) forwhich the meeting is called.  If mailed,such notice shall be deemed to be delivered when deposited in the United Statesmail with first class postage affixed thereon, prepaid, addressed to eachshareholder at his address as it appears on the Corporation’s record ofshareholders.  Attendance of ashareholder at a meeting of the shareholders shall constitute a waiver ofnotice of such meeting and of all objections to the place or time of such 

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## meeting, or the manner in which it has been called or convened, exceptwhen a shareholder attends a meeting solely for the purpose of stating, at thebeginning of the meeting, any such objection to the transaction of anybusiness.  Notice need not be given toany shareholder who signs a waiver of notice, in person or by proxy, eitherbefore or after the meeting.  If thelanguage of a proposed resolution or plan requiring the approval of theshareholders is included in a written notice of a meeting of the shareholders,the shareholders’ meeting considering the resolution or plan may adopt it withsuch clarifying or other amendments as do not enlarge its original purposewithout further notice to shareholders not present in person or by proxy.

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## 2.5                                 QUORUM.  The presence, in person or by proxy, of theholders of a majority of shares then issued and outstanding and entitled tovote, shall constitute a quorum for the transaction of business at any meetingof shareholders, except as otherwise required by statute or the Articles ofIncorporation.  Where a quorum is oncepresent at a meeting, it shall not be broken by the subsequent withdrawal ofany of those present.

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## 2.6                                 ADJOURNMENT.  In the absence of a quorum or for any otherreason, the holders of the majority of the shares then issued and outstandingand entitled to vote at any meeting of the shareholders, present in person orrepresented by proxy, or the Chairman of the Board or the President, shall havethe power to adjourn the meeting from time to time, without notice other thanannouncement at the meeting of the date, time and place of the adjournedmeeting.  At such adjourned meeting inwhich a quorum shall be present or represented, any business may be transactedwhich might have been transacted at the meeting as originally notified.  If after the adjournment a new record date ispicked for the adjourned meeting, notice of the adjourned meeting shall begiven to each shareholder of record entitled to vote at the adjourned meeting.

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## 2.7                                 VOTEREQUIRED.  When a quorum ispresent at any meeting, the affirmative vote of the holders of a majority ofthe shares of stock of the Corporation entitled to vote and present in personor represented by proxy, voting together as a single class, shall decide anyquestions brought before such meeting, except as otherwise required by statuteor the Articles of Incorporation.

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## 2.8                                 VOTING OFSHARES.  Except as otherwiserequired by statue or the Articles of Incorporation, each shareholder shall beentitled to one vote, in person or represented by proxy, for each share ofstock having voting power held by such shareholder at every meeting of theshareholders. Shareholders may vote in person or by written proxy; provided,however, no proxy shall be voted or acted on after 11 months from its date,unless the proxy provides for a longer period. Any proxy to be voted at a meeting of shareholders shall be filed withthe Secretary of the Corporation before or at the time of the meeting.  Voting on matters brought before ashareholders’ meeting may, at the discretion of the person presiding at the meeting,be by voice vote or show of hands, unless any qualified voter, prior to thevoting on such matter, demands vote by ballot, in which event the voting shallbe by ballot.

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## 2.9                                 NO ACTION BYWRITTEN CONSENT. Shareholders shall not be entitled to take any action by written consentin lieu of taking such action at an annual or special meeting of shareholders.

 

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## 2.10                          SHAREHOLDERS’LIST.  A complete list ofshareholders entitled to vote at any meeting of shareholders, arranged inalphabetical order showing the address of each such shareholder as it appearsin the records of the Corporation and the number of shares registered in thename of such shareholder, shall be prepared by the Secretary of the Corporationat least 10 days prior to every meeting of shareholders.  Such list shall be open to the examination ofany shareholder, for any purpose relating to the meeting, during ordinarybusiness hours for a period of at least 10 days prior to the meeting, either ata place within the city where the meeting is to be held or, if not sospecified, the place where the meeting is to be held, and a duplicate listshall be similarly open to examination at the principal executive office of theCorporation.  The list shall also beproduced and kept at the time and place of the meeting during the durationthereof, and may be inspected by any shareholder who is present.

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## 2.11                          INSPECTORSOF ELECTION. In advance of any meeting of shareholders, the Board of Directors may appointany persons, other than nominees for office, as inspectors of election to actat such meeting or any adjournment thereof. The number of inspectors shall be either one or three. If such personsare not so appointed or fail or refuse to act, the presiding officer of suchmeeting shall make such appointment(s) at the meeting.  The number of inspectors shall be either oneor three.  If there are three inspectors,the decision, action or certificate of a majority of such inspectors shall beeffective and shall represent the decision, action or certificate of all.  No such inspector need be a shareholder ofthe Corporation.

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Unless otherwise required bystatute or the Articles of Incorporation, the duties of such inspectors shallinclude: determining the number of shares outstanding and the voting power ofeach share, the number of shares represented at the meeting, the existence of aquorum, the authenticity, validity and effect of proxies; receiving votes orballots; hearing and determining all challenges and questions in any wayarising in connection with the right to vote; counting and tabulating allballots or votes and determining the results thereof; and such acts as may beproper to conduct the election or vote with fairness to all shareholders.  Upon request, the inspectors shall make. areport in writing to the secretary of the meeting concerning any challenge,question or other matter as may have been determined by them and shall executeand deliver to such secretary a certificate of any fact found by them.

 

## 2.12                          CONDUCT OFMEETINGS.

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### A.                                   All annualand special meetings or shareholders shall be conducted in accordance with suchrules and procedures as the Board of Directors may determine subject tothe requirements of statute and, as to matters not governed by such rules andprocedures, as the presiding officer of such meeting shall determine.  The presiding officer of any annual orspecial meeting of shareholders shall be the President or, in his absence, suchperson as designated by the Board of Directors. The Secretary, or in his absence, a person designated by the presidingofficer, shall act as secretary of the meeting.

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### B.                                     At anyannual meeting of shareholders, only such business shall be conducted as shallhave been brought before the meeting (i) as specified in the notice of themeeting given by or at the direction of the Board of Directors, (ii) otherwiseproperly brought before the meeting by or at the direction of the Board ofDirectors, or (iii) otherwise properly brought before the meeting 

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### by any shareholder of the Corporation who is entitled to vote. withrespect thereto and who complies with the notice procedures set forth in thissubparagraph (b).

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For business to be properlybrought before an annual meeting by a shareholder, the shareholder must havegiven timely notice thereof in writing to the Secretary of theCorporation.  To be timely, a shareholder’snotice must be delivered or mailed to and received at the principal executiveoffice of the Corporation not less than 60 days or more than 90 days prior tothe date of the annual meeting; provided, however, that in the event that lessthan 40 days’ notice or prior public disclosure of the date of the meeting isgiven or made to shareholders, notice by a shareholder to be timely must bereceived not later than the close of business on the tenth day following theday on which such notice of the date of the annual meeting was mailed or suchpublic disclosure was made.  Ashareholder’s notice to the Secretary shall set forth as to each matter suchshareholder proposes to bring before the annual meeting (i) a briefdescription of the business desired to be brought before the annual meeting andthe reasons for conducting such business at the annual meeting (ii) thename and address, as they appear on the books of the Corporation, of theshareholder proposing such business, (iii) the class and number of sharesof the Corporation’s capital stock that are beneficially owned by suchshareholder and (iv) any material interest of such shareholder in suchbusiness.  Notwithstanding anything inthese Bylaws to the contrary, no business shall be brought before or conductedat an annual meeting except in accordance with the. provisions of thissubparagraph (b).  The presiding officerat the annual meeting shall, if the facts so warrant, determine and declare tothe meeting that a matter of business was not properly brought before themeeting in accordance with the provisions of this subparagraph (b) and, ifhe should so determine, he shall so declare to the meeting and any suchbusiness so determined to be not properly brought before the meeting shall notbe transacted.

 

### C.                                    At anyspecial meeting of the shareholders, only such business shall be conducted asshall have been brought before the meeting by or at the direction of the Boardof Directors.

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## 2.13                          VOTING OFSHARES BY CERTAIN HOLD.

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### A.                                   If shares orother securities having voting power stand of record in the names of two ormore persons, whether fiduciaries, members of a partnership, joint tenants,tenants in common, tenants by the entirety or otherwise, or if two or morepersons have the same fiduciary relationship respecting the same shares, unlessthe Secretary of the Corporation is given written notice to the contrary and isfurnished with a copy of the instrument or order appointing them or creatingthe relationship wherein it is so provided, their acts with respect to votingshall have the following effect: (1) if only one votes, his act binds all;(2) if more than one vote, the act of the majority so voting binds all; (3) ifmore than one vote, but the vote is evenly split on any particular matter, eachfaction may vote the securities in question proportionally, or any personvoting the shares, or a beneficiary, if any, may apply to such Court as mayhave jurisdiction to appoint an additional person to act with the persons sovoting the shares, which shall then be voted as determined by the majority ofsuch persons and the person appointed by the Court.  If the instrument so filed shows that anysuch tenancy is held in unequal interests, a majority or even-split for thepurposes hereof shall be a majority or even-split in interests.  Shares standing in the name of anothercorporation may be voted by any officer, agent or proxy as the bylaws of suchcorporation may prescribe, or, in the absence of such provision, as the boardof directors of 

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### such corporation may determine. Shares held by an administrator, executor, guardian or conservator maybe voted by him, either in person or by proxy, without a transfer of suchshares into his name.  Shares standing inthe name of a trustee may be voted by him, either in person or by proxy, but notrustee shall be entitled to vote shares held by him without a transfer of suchshares into his name.  Shares standing inthe name of a receiver may be voted by such receiver, and shares held by orunder the control of a receiver may be voted by such receiver without thetransfer thereof into his name if authority so to do is contained in anappropriate order of the court or other public authority by which such receiverwas appointed.

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### B.                                     Ashareholder whose shares are pledged shall be entitled to vote such sharesuntil the shares have been transferred into the name of the pledgee, andthereafter the pledgee shall be entitled to vote the shares so transferred.

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# **ARTICLE THREE**

**THE BOARD OF DIRECTORS**

 

## 3.1                                 GENERALPOWERS.  The business andaffairs of the Corporation will be managed by or under the direction of theBoard of Directors.  In addition to thepowers and authority expressly conferred upon it by these Bylaws, the Board ofDirectors may exercise all such powers of the Corporation and do all suchlawful acts and things as are not by statute, by any legal agreement amongshareholders, by the Articles of Incorporation or by these Bylaws directed orrequired to be exercised or done by the shareholders.  The Board of Directors shall annually elect aChairman of the Board from among its members and may elect a Vice Chairman ofthe Board from among its members.

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## 3.2                                 NUMBER ANDTENURE.  The Board ofDirectors shall consist of not less than seven or more than 21 directors.  The number of directors within this rangeshall be determined from time to time by resolution adopted by a majority ofthe directors then in office.  Except inthe case of earlier death, resignation or removal, each director shall serve aterm of one year. Notwithstanding the expiration of a director’s term, suchdirector shall serve until his or her successor, if there is to be any, iselected and qualified or until his or her earlier death, resignation orremoval.  No decrease in the number ofdirectors shall shorten the term of any incumbent director.  Except as otherwise provided in the Articlesof Incorporation and these Bylaws, directors shall be elected at each annualmeeting of shareholders, or at a special meeting of shareholders called forpurposes that include the election of directors.

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## 3.3                                 QUALIFICATIONOF DIRECTORS. Directors shall be natural persons who have attained the age of 21 yearsbut need not be residents of the State of Georgia or shareholders of theCorporation.  A director shall not bepermitted to stand for election after his seventieth birthday.

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## 3.4                                 VACANCY.  Any vacancy occurring in the Board ofDirectors, including any vacancy occurring by reason of an increase in thenumber of directors or by the removal of a director, may be filled by the voteof a majority of the directors then in office, though less than a quorum.  Any director so chosen shall hold officeuntil such director’s successor shall have been elected and qualified.  Any director chosen by the Board of Directorsto fill a vacancy created, other than by reason of an increase in the number ofdirectorships, shall serve for the unexpired term of the 

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## director whose vacancy is being filled. Any director chosen by the Board of Directors to fill a vacancy createdby reason of an increase in the number of directorships shall serve for a termto expire at the next election of directors by the shareholders.

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## 3.5                                 REMOVAL.  At a meeting of shareholders with respect towhich notice of such purpose has been given, any or all members of Board ofDirectors may be removed with or without cause, and then only by theaffirmative vote of the holders of a majority of the then outstanding shares ofstock of the Corporation entitled to be cast, voting together as single class,or by the affirmative vote of a majority of the directors then in office. Forpurposes hereof, “cause” shall mean any act or omission for which a directormay be personally liable to the Corporation or its shareholders pursuant to theArticles of Incorporation, as well as any other act or omission which relatesto personal dishonesty, incompetence or intentional failure to perform statedduties.

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## 3.6                                 COMPENSATION.  The Board of Directors shall have theauthority to set the compensation of directors and members of any committeesthereof.  The directors and members ofany committees thereof may also be paid for their expenses, if any, ofattendance at each meeting of the Board or any committee thereof.  No provision of these Bylaws shall beconstrued to preclude any director or committee member from serving theCorporation in any other capacity and receiving compensation therefor.

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## 3.7                                 NOMINATIONSOF DIRECTORS.

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### A.                                   Only personswho are nominated in accordance with the procedures set forth in these Bylawsshall be eligible for election as Directors. Nominations of persons for election to the Board of Directors of theCorporation may be made at any meeting of shareholders at which Directors areto be elected only (i) by or at the direction of the Board of Directors or(ii) by any shareholder of the Corporation entitled to vote for theelection of Directors at the meeting who complies with the notice proceduresset forth in this Section.  Each year thePresident shall appoint a special committee of three directors to recommend tothe Board of Directors persons to be the management nominees for election asdirectors.  Based on suchrecommendations, the Board of Directors shall act as a nominating committee toselect the management nominees for election as directors.  Except in the case of a nominee substitutedas a result of the death or other incapacity of a management nominee, thenominating committee shall deliver the names of its nominees to the Secretaryat least 25 days prior to the date of the annual meeting.

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### B.                                     Nominations,other than those management nominees made by or at the direction of the Boardof Directors, shall be made by timely notice in writing to the Secretary of theCorporation.  To be timely, a shareholder’snotice shall be delivered or mailed to and received at the principal executiveoffices of the Corporation not less than 30 days prior to the date of themeeting; provided, however, that in the event that less than 40 days’ notice orprior public disclosure of the date of the meeting is given or made toshareholders, notice by the shareholder to be timely must be so received notlater than the close of business on the 10th day following the day on whichsuch notice of the date of the meeting is mailed or such public disclosure wasmade.  Such shareholder’s notice shallset forth (i) as to each person whom the shareholder proposes to nominatefor election or re- election as a director, all information relating to suchperson as required to be disclosed in solicitation of proxies for election ofdirectors, or as otherwise required, in each case pursuant to Regulation 14Aunder the Securities and Exchange Act of 

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### 1934, as amended (including such person’s written consent to beingnamed in a proxy statement as a nominee and to serving as a director ifelected); and (ii) as to the shareholder giving the notice (x) thename and address, as they appear on the books of the Corporation, of suchshareholder and (y) the class and number of shares of the Corporation’scapital stock that are beneficially owned by such shareholder.  At the request of the Board of Directors anyperson nominated by the Board of Directors for election as a director shallfurnish to the Secretary of the Corporation that information required to be setforth in a shareholder’s notice of nomination which pertains to thenominee.  No person shall be eligible forelection as a Director of the Corporation unless nominated in accordance withthe provisions of this Section.  Theofficer presiding at the meeting shall, if the facts so warrant, determine anddeclare to the meeting that a nomination was not made in accordance with theprovisions of this Section and, if he should so determine, he shall sodeclare to the meeting and the defective nomination shall be discharged.

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## 3.8                                 DIRECTORSEMERITUS.  The Board ofDirectors shall have the authority, at its discretion, to choose persons toserve as directors emeritus.  Suchaction, if taken, shall be taken at the regular meeting of the Board ofDirectors next following the annual meeting of shareholders.  No more than three persons may serve asdirectors emeritus at any one time. Once elected, a director emeritus shallserve a term of one year, but he may be re-elected by the Board to serveadditional terms.  A director emeritusshall be allowed to attend all regular and special meetings of the Board ofDirectors, and he may actively participate in such meetings except that heshall not be allowed to vote on any matters voted upon by the directors, norshall he be counted for purposes of determining if there is a quorum.  A director emeritus may also serve in anadvisory capacity on committees, but again, he shall not be allowed tovote.  A director emeritus may be removedfrom office at any time, with or without cause, by majority vote of the Boardof Directors.  A director emeritus shallbe entitled to reasonable compensation for his services as a director emeritusand to reasonable expenses incurred in attending meetings, all as determined bythe Board of Directors, provided that no such compensation shall be paid unlessthe direct members of the Board of Directors are likewise being compensated,and provided further that such compensation shall be less than that paid to themembers of the Board of Directors.  Adirector emeritus shall not have the responsibility imposed upon a director,nor shall he be subject to any liability imposed upon a director, or otherwisebe deemed a director.

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# **ARTICLE FOUR**

**MEETINGS OF THE BOARD OF DIRECTORS**

 

## 4.1                                 ANNUAL ANDOTHER REGULAR MEETINGS. The annual regular meeting of the Board of Directors shall be held atthe time and place of the regularly scheduled meeting of the Board of Directorsnext following the annual meeting of the shareholders.  Regular meetings of the Board of Directors orany committee thereof may be held between annual meetings without notice atsuch time and at such place, within or without the State of Georgia, as fromtime to time shall be determined by the Board or any committee thereof, as thecase may be.

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## 4.2                                 SPECIALMEETINGS.  Special meetings ofBoard of Directors may be called for any purpose(s) by the Chairman of theBoard or the President or by written request of any two or more directors thenin office.  Special meetings of anycommittee of the Board of Directors may 

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## be held on the date set at the previous meeting of the committee orwhen called by its chairman or by a majority of its members.  Any such special meetings shall be held atsuch date, time and place, within or without the State of Georgia, as shall becommunicated in the notice of the meeting.

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## 4.3                                 NOTICE.  Notice of any special meeting of the Board ofDirectors or any committee thereof, setting forth the date, time and place ofthe meeting, shall be delivered to each director or committee member, addressedto him at his residence or usual place of business, or by telephone, telegram,cable, telecommunication, teletype, facsimile transmission or personal deliverynot later than the second business day immediately preceding the date of themeeting. Neither the business to be transacted at, nor the purpose of, anyregular or special meeting need be specified in the notice or any waiver ofnotice.

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Notice of any meeting need notbe given to any director or committee member who shall attend such meeting inperson (except when the person attends a meeting for the express purpose ofobjecting, at the beginning of the meeting, to the transaction of any businessbecause the meeting is not properly called or convened) or who shall waivenotice thereof, before or after such meeting, in a signed writing.

 

## 4.4                                 QUORUM ANDADJOURNMENT. At all meetings of the Board of Directors or any committee thereof, thepresence of a majority of the directors or committee members then in officeshall constitute a quorum for the transaction of business.  In the absence of a quorum or for any otherreason, a majority of the directors or committee members present thereat mayadjourn the meeting from time to time. Notice of any adjourned meeting shall be given to each director orcommittee member who was not present at the time of adjournment and, unless thetime and place of the adjourned meeting are announced at the time ofadjournment, to the other directors or committee members.  At any reconvened meeting following suchadjournment at which a quorum shall be present, any business may be transactedwhich might have transacted at the meeting as originally notified.

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## 4.5                                 VOTING.  At all meetings of the Board of Directors orany committee thereof, each director or committee member present shall have onevote.  The act of a majority of thedirectors or committee members present at any meeting, in which there is aquorum, shall be the act of the Board of Directors or any committee thereof,except as otherwise provided by statute, the Articles of Incorporation or theseBylaws.  On any question on which theBoard of Directors or any committee thereof shall vote, the names of thosevoting and their votes shall be entered into the minutes of the meeting whenany member of the Board of Directors or any committee member present at themeeting so requests.

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## 4.6                                 PRESUMPTIONOF ASSENT.  Any director orcommittee member present at a meeting of the Board of Directors or anycommittee thereof shall be presumed to have assented to any action taken at themeeting unless his dissent or abstention is entered in the minutes of themeeting or unless he files, at the meeting or immediately after itsadjournment, his written dissent to the action with the person acting assecretary of the meeting.  This right todissent shall not be available to a director or committee member who voted infavor of the action.

 

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## 4.7                                MEETING BYMEANS OF CONFERENCE TELEPHONE OR SIMILAR TELECOMMUNICATIONS EQUIPMENT.  Members of the Board of Directors or anycommittee thereof may participate in a meeting of the Board or any committee bymeans of conference telephone or similar telecommunications equipment, by meansof which all persons participating in the meeting can hear each other.  Participation in the meeting in this mattershall constitute presence in person at such meeting.

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## 4.8                                ACTION BYDIRECTORS WITHOUT A MEETING. Any action required or permitted to betaken at any meeting of the Board of Directors or any committee thereof may betaken without a meeting if a written consent, setting forth the action sotaken, is signed by all the directors or all the committee members, as the casemay be, and filed with the minutes of the proceedings of the Board or thecommittee.  Such consent will have thesame force and effect as a unanimous vote of the Board of Directors or thecommittee.

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## 4.9                                CONDUCT OFMEETINGS.  All meetings of theBoard of Directors or any committee thereof shall be conducted in accordancewith such rules and procedures as the directors may determine subject tothe requirements of statute and, as to matters not governed by such rules andprocedures, as the presiding officer of such meeting shall determine.  The presiding officer of any meeting of theBoard of Directors shall be the Chairman of the Board or, in his absence, thePresident, or, in the absence of both, such person as designated by the Boardof Directors.  The Secretary, or in hisabsence, a person designated by the presiding officer, shall act as secretaryof the meeting.

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## 4.10                          RESIGNATION.  Any director may resign at any time by givingwritten notice thereof to the Corporation addressed to the Chairman of theBoard or the President.  Unless otherwisespecified, such resignation shall take effect upon delivery of such noticeunless some other date is specified in such notice.  Acceptance of any resignation shall not benecessary to make it effective unless the resignation is tendered subject tosuch acceptance.  A director’s absencefrom more than three consecutive regular meetings of the Board of Directors,unless excused by resolution of the Board of Directors, shall be deemed toconstitute the resignation of such a director, effective once such resignation isaccepted by resolution of the Board of Directors.

 

# **ARTICLE FIVE**

**BOARD COMMITTEES**

 

## 5.1                                COMMITTEES.

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### A.                                   The Board ofDirectors may, by the vote of a majority of the directors then in office,establish committees, including standing or special committees, which shallhave such duties as are authorized by the Board or by these Bylaws. Committeemembers, and the chairman of each committee, shall be appointed by the Board ofDirectors.  If an executive committee orsimilar committee is designated by the Board of Directors, the President shallserve as a member of that committee.  Thepresiding officer of any committee meeting shall be the chairman of thecommittee and the chairman shall designate a person to act as secretary of thecommittee meeting.

 

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### B.                                     The Board ofDirectors may, by the vote of majority of the directors then in office, removeany member of any committee, with or without cause, or fill any vacancies inany committee, and dissolve or discontinue any committee.

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### C.                                     Thedesignation of any committee under this Article and the delegation ofauthority thereto shall not operate to relieve the Board of Directors, or anydirector, of any responsibility imposed by statute.

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## 5.2                                 MINUTES.  Each committee shall keep minutes of itsactions and proceedings.  Any actiontaken by the Board of Directors with respect to the actions or proceedings ofany committee shall be entered into the minutes of the Board of Directors.

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# **ARTICLE SIX**

**OFFICERS**

 

## 6.1                                 OFFICERS.  The officers of the Corporation shall includea President, a Secretary, and a Treasurer. The Board of Directors may also designate the Chairman of the Board asan officer of the Corporation.  The Boardof Directors may also designate one or more Vice Presidents as Executive VicePresident or Senior Vice President.  TheBoard of Directors may also elect or authorize the appointment of such otherofficers or assistant officers as the business of the Corporation mayrequire.  In addition to the duties andpowers enumerated in this Article, the officers of the Corporation shallperform such other duties and exercise such further powers as the Board ofDirectors may authorize or determine from time to time.  Any two or more of the above offices may beheld by the same persons except as prohibited by statute, but no officers shallexecute, acknowledge or verify an instrument in more than one capacity if theinstrument is required by statute or the Articles of Incorporation to beexecuted, acknowledged or verified by two or more officers.  No officer need be a shareholder of theCorporation.

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## 6.2                                 COMPENSATION.  The salaries of the officers of theCorporation shall be fixed by the Board of Directors.  No officer shall be prevented from receivingcompensation by reason of also being a director of the Corporation.

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## 6.3                                 ELECTION ANDTERM OF OFFICE. The officers of the Corporation shall be elected annually by the Boardof Directors at the first meeting of the Board of Directors held after eachannual meeting of the shareholders.  Ifthe election of officers is not held at such meeting, such election shall beheld as soon as possible thereafter. Each officer of the Corporation shall hold office until his successor iselected or until his earlier resignation, death or removal, or the terminationof his office.  The election orappointment of an officer, employee or agent shall not itself createcontractual rights.  The Board ofDirectors may authorize the Corporation to enter into an employment contract orother arrangement with any officer; but no such contract shall impair therights of the Board of Directors to remove any officer at any time inaccordance with this Article.

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## 6.4                                 REMOVAL.  Any officer may be removed from office at anytime, with or without cause, by the vote of a majority of the directors then inoffice whenever in their judgment, the best interest of the Corporation will beserved thereby.  Any such removal shallbe without prejudice to the contract rights, if any, of the officer so removed.

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## 6.5                                 VACANCY.  Any vacancy in an office resulting from anycause may be filled by the Board of Directors in the manner prescribed by theseBylaws.

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## 6.6                                 CHAIRMAN ANDVICE CHAIRMAN OF THE BOARD. The Chairman of the Board shall be elected annually by the Board ofDirectors from among its members.  TheChairman shall preside at all meetings of the Board and shall perform all ofthe duties and shall have all the powers commonly incident to his office ordelegated to him by the Board of Directors, or which are or may at any time beauthorized or required by statute or these Bylaws.  Unless a Vice President has been elected andhas as one of his duties to act in the President’s stead in the event of hisabsence or inability to serve, then the Chairman of the Board, in the event ofthe President’s absence, inability to serve or refusal to serve, shall act inthe President’s stead and shall have all the powers of and be subject to allthe restrictions of the President until such time as the President resumes hisduties, a new President is chosen, or an officer of the Corporation is selectedby the Board of Directors to perform the duties of the President.  The Board of Directors also shall electannually a Vice Chairman who, in the absence of the Chairman, shall preside atall meetings of the Board and shall perform all of the duties and have all ofthe powers of the Chairman.

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## 6.7                                 PRESIDENT.  The President shall be the Chief ExecutiveOfficer of the Corporation and shall have general responsibility for themanagement and supervision of the business of the Corporation and corporatepolicy.  The President shall haveadministrative authority over the business of the Corporation, and shall havesuch further authority and perform such other duties as may be delegated to himby the Board of Directors.

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## 6.8                                 VICEPRESIDENT.  Each Executive VicePresident, each Senior Vice President and each other Vice President shall havesuch powers and perform such duties as may be delegated to him by the Board ofDirectors or delegated by the President. In the absence or disability of the President, those powers, duties andfunctions of the President may be temporarily performed and exercised by suchone of the Executive Vice Presidents, Senior Vice Presidents or the other VicePresidents as shall be expressly designated by the Board of Directors.  When more than one Vice President is elected,the Board may specify an order of seniority among such Vice Presidents.

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## 6.9                                 SECRETARY.  The Secretary shall attend all meetings ofthe Board of Directors and all meetings of the shareholders and record allvotes and the minutes of all proceedings in books to be kept for that purpose,and shall perform like duties for any Board committees when required.  The Secretary shall give, or cause to begiven, any notice required to be given of any meetings of the shareholders, ofthe Board of Directors or any Board committees when required, and shall performsuch other duties as may be prescribed by the Board of Directors or thePresident, under whose supervision the Secretary shall be.  The Secretary shall cause to be kept suchbooks and records as the Board of Directors or the President may require andshall cause to be prepared, recorded, transferred, issued, sealed and cancelledcertificates of stock as required by the transactions of the Corporation andits shareholders.  The Secretary shallattend to such other correspondence and shall perform such other duties as maybe incident to such office or as may be assigned to him by the Board ofDirectors or the President.  TheSecretary shall have custody of the seal of the Corporation, shall have theauthority to affix the same to any instrument, the execution of which on behalfof the Corporation under its seal is duly authorized, and shall attest 

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## the same by his signature whenever required.  The Board of Directors may give generalauthority to any other officer to affix the seal of the Corporation and toattest the same by his signature.

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## 6.10                           TREASURER.  The Treasurer shall have charge of and beresponsible for all funds, securities, receipts and disbursements of theCorporation, and shall deposit, or cause to be deposited, in the name of theCorporation, all monies or other valuable effects, in such banks, trust companiesor other depositories as shall from time to time be selected by the Board ofDirectors.  He shall render to thePresident and to the Board of Directors, whenever requested, an account of thefinancial condition of the Corporation, and in general, he shall perform allsuch other duties as may be delegated to him by the Board of Directors or thePresident.

##  

## 6.11                           ASSISTANTVICE PRESIDENT, ASSISTANT SECRETARY AND ASSISTANT TREASURER.  The Assistant Vice President, AssistantSecretary and Assistant Treasurer, in the absence or disability of any VicePresident, the Secretary or the Treasurer, respectively, shall perform theduties and exercise the powers of those offices, and, in general, they shallperform such other duties as shall be delegated to them by the Board ofDirectors or by the person appointing them. Specifically, the Assistant Secretary may affix the seal of theCorporation to all necessary documents and attest the signature of any officerof the Corporation.

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## 6.12                           DELEGATIONOF AUTHORITY.  In the case of the absence of any officer ofthe Corporation or for any other reason that the Board of Directors may deemsufficient, the Board of Directors may delegate, for the time being, any or allof the powers or duties of such officer to any other officer or to anydirector.

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# **ARTICLE SEVEN**

**CAPITAL STOCK**

 

## 7.1                                 STOCKCERTIFICATES. Each shareholder shall be entitled to a certificate representing thenumber of shares of capital stock of the Corporation owned by such person. Thecertificate shall be in such form as approved by the Board of Directors of theCorporation.  Each certificate shall besigned by the President or a Vice President and by the Secretary or anAssistant Secretary and shall be sealed with the seal of the Corporation or afacsimile thereof.  The signatures upon acertificate may be facsimiles.  In caseany officer who shall have signed or whose facsimile signature has been placedupon a certificate shall have ceased to be such officer of the Corporationbefore such certificate shall have been issued by the Corporation, suchcertificate may nevertheless be issued as though the person who signed suchcertificate had not ceased to be such officer.

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## 7.2                                 STOCKRECORDS.  Each certificatefor shares of Stock in the Corporation shall be numbered or otherwiseidentified in the stock records of the Corporation.  The Corporation shall keep stock recordswhich shall show the names and addresses of the persons to whom the shares areissued, with the number of shares and date of issuance.

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## 7.3                                 STOCKTRANSFERS.  Transfers of sharesof stock of the Corporation shall be made on the stock transfer books of theCorporation only when authorized by the person named in the certificate, or byhis legal representative, who shall furnish written evidence of such authority,or by his attorney authorized by a duly executed power of attorney and filedwith the Corporation.  Such transfershall be made only upon surrender of the certificate therefor, or in the caseof a certificate alleged to have been lost, stolen or destroyed, uponcompliance with the provisions of this Article and as may otherwise beprovided by statute.  The Corporationshall be entitled to recognize the exclusive right of a person registered on itsbooks as the owner of shares to receive dividends and to vote as such owner,and for all other purposes, and shall not be bound to recognize any equitableor other claim to or interest in such share or shares on the part of any otherperson, whether or not it shall have express or other notice thereof, except asotherwise provided by law.  No transfershall be valid, except between the parties thereto, until such transfer shallhave been made upon the books of the Corporation as herein provided.  The Board of Directors shall have the powerand authority to make such other rules and regulations concerning theissue, transfer and registration of certificates of the Corporation’s stock asit may deem appropriate.

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## 7.4                                 RECORD DATES.  The Board of Directors may fix, in advance, adate as the record date for the purpose of determining shareholders entitled tonotice of, or to vote at, any meeting of shareholders or any adjournmentthereof, or shareholders entitled to receive payment of any dividend of otherdistribution or allotment of any rights, or entitled to exercise any rights inrespect of any change, conversion or exchange of stock, or in order to make adetermination of shareholders for any other purpose.  Such date in any case shall not be more than70 days, and in the case of the meeting of shareholders, not less than 10 days,prior to the date on which the particular action, requiring the determinationof shareholders is to be taken.  Onlythose shareholders of record on the dates so fixed shall be entitled to any ofthe foregoing rights, notwithstanding the transfer of any such stock on thebooks of the Corporation after any such record date fixed by the Board ofDirectors.

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## 7.5                                 TRANSFERAGENTS AND REGISTRARS. The Corporation may have one or more transfer agents and one or moreregistrars of its stock whose respective duties the Board of Directors orSecretary may, from time to time, determine. No certificate of stock shall be valid until countersigned by a transferagent, if the Corporation has a transfer agent, or until registered by theregistrar, if the Corporation has a registrar. The duties of transfer agent and registrar may be combined.

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## 7.6                                 LOSTCERTIFICATES. The Corporation may issue a new certificate of stock in place of anycertificate previously issued and alleged to have been lost, stolen ordestroyed, and the Corporation may require the owner of the lost, stolen ordestroyed certificate, or his legal representative to give the Corporation abond sufficient to indemnify it against any claim that may be made against iton account of the alleged loss, theft or destruction of any such certificate orthe issuance of such new certificate and any other conditions as may otherwisebe provided by statute.

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# **ARTICLE EIGHT**

**GENERAL PROVISIONS**

 

## 8.1                                 REFERENCES.  Whenever in these Bylaws reference is made toan Article or Section number, such reference is to the number of an Article orSection of the Bylaws.  Whenever inthe Bylaws reference is made to the Bylaws, such reference is to these Bylawsof the Corporation as the same may be amended from time to time.  Whenever in the Bylaws reference is made tothe Articles of Incorporation, such reference is to the Articles ofIncorporation of the Corporation as the same may be amended from time to time.

##  

## 8.2                                 REFERENCE TOGENDER.  Whenever in theBylaws reference is made to the masculine gender, such reference shall wherethe context so requires be deemed to include the feminine gender and the neutergender, and the Bylaws shall be read accordingly.

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## 8.3                                 LEGALRESTRICTIONS. All matters covered in these Bylaws shall be subject to suchrestrictions as shall be imposed on the Corporation by applicable state andfederal statutes, rules and regulations.

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## 8.4                                 SEAL.  The seal of the Corporation shall be in suchform as the Board of Directors may determine from time to time.  The seal may be used by causing it or byfacsimile thereof to be impressed or affixed or reproduced or otherwise.  If it is inconvenient to use such a seal atany time, the signature of the Chairman of the Board, President, Secretary oran Assistant Secretary of the Corporation, followed by the word “Seal” shall bedeemed the seal of the Corporation.

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## 8.5                                 FISCAL YEAR.  The fiscal year of the Corporation shall befixed by resolution of the Board of Directors and may be changed from time totime.

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## 8.6                                 VOTINGSHARES IN SUBSIDIARIES. In the absence of other arrangements by the Board of Directors, sharesof stock issued by another corporation and owned or controlled by theCorporation, whether in a fiduciary capacity or otherwise, may be voted by thePresident of the Corporation or by such other person as the Board of Directorsby resolution shall so designate, and such person may execute the aforementionedpowers by executing proxies and written waivers and consents on behalf of theCorporation.

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## 8.7                                 INSPECTIONOF BOOKS.  The Board ofDirectors shall have the power to determine which accounts and books of theCorporation, if any, shall be opened to the inspection of shareholders, exceptsuch as may by statute be specifically opened to inspection, and shall have thepower to affix reasonable rules and regulations not in conflict with theapplicable statute for the inspection of accounts and books which by statute orby the determination of the Board of Directors shall be opened to inspection,and the shareholders’ rights in this respect arc and shall be restricted andlimited accordingly.

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## 8.8                                 CONTRACTS.  No contract or other transaction betweenCorporation and any other corporation, partnership or other entity shall beaffected or invalidated by the fact that a shareholder, director or officer ofthe Corporation is a shareholder, director, partner or other officer of, or isinterested in, such other corporation, partnership or other entity, and nocontract or other transaction between Corporation and any other person shall beaffected or invalidated by the fact that a shareholder, director or officer ofthe Corporation is a party to, or interested in, such contract or transaction;provided that, in each such case, the nature and extent of the interest of suchshareholder, director or officer in such contract or other transaction or thefact that such 

 

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## shareholder, director or officer is a shareholder, director, officer,partner or other party of such other corporation, partnership, entity or otherperson is known to the Board of Directors or is disclosed at the meeting of theBoard of Directors at which such contract or the transaction is authorized.

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## 8.9                                AMENDMENT OFBYLAWS.  These Bylaws may bealtered, amended or repealed, or new Bylaws adopted, pursuant to the provisionsof the Articles of Incorporation.

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# **ARTICLE NINE**

# **INDEMNIFICATION**

# ** **

## 9.1                                INDEMNIFICATION.

##  

### A.                                   Each personwho is or was a director or officer of the Corporation, and each person who isor was a director or officer of the Corporation who at request of theCorporation is serving or has served as an officer, director, partner, agent,joint venturer or trustee of another corporation, partnership, joint venture,trust or other enterprise, shall be indemnified by the Corporation againstthose expenses (including attorneys’ fees), judgments, fines and amounts paidin settlement which are allowed to be paid or reimbursed by the Corporationunder the laws of the State of Georgia and which are actually and reasonablyincurred in connection with any action, suit or proceeding, pending orthreatened, whether civil, criminal, administrative or investigative, in whichsuch person may be involved by reason of his being or having been a director orofficer of this Corporation or as an officer, director, partner, agent, jointventurer or trustee of such other enterprise.

###  

### B.                                     Expensesincurred in defending a criminal or civil action, suit, or proceeding may bepaid by the corporation in advance of the final disposition of such action,suit, or proceeding as authorized by the Board of Directors in the specificcase upon receipt of an undertaking by or on behalf of the Director, office,employee, or agent to repay such amount unless it shall ultimately bedetermined that he is entitled to be indemnified by the Corporation asauthorized in this section.

###  

### C.                                     In anyinstance where the laws of the State of Georgia permit indemnification oradvancement of expenses to be provided to persons who are or have been anofficer or director the Corporation or who are or have been an officer,director, partner, agent, joint venturer trustee of any such other enterpriseonly on a determination that certain specified standards of conduct have beenmet, upon application for indemnification, or advancement of expenses by anysuch person the Corporation shall promptly cause such determination to be made (i) bythe Board of Directors by majority vote of a quorum consisting of directors notat the time parties to such proceeding; (ii) if such a quorum cannot beobtained, then by majority vote of a committee duly designated by the Board ofDirectors (in which designation directors who are parties participate),consisting solely of two (2) or more directors not at the time parties tosuch proceeding; (iii) by special legal counsel selected by the Board ofDirectors if a quorum cannot be obtained under (i) and a committee cannotbe designated under (ii), selected by majority vote of the full Board ofDirectors (in which selection directors who are parties participate); or (iv) bythe shareholders, but shares owned or voted under control of the directors whoare at the time parties to such proceeding may not be voted with respect tosuch determination.

 

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### D.                                    As acondition to any such right of indemnification or advancement of expenses, theCorporation may require that it be permitted to participate in the defense ofany such action or proceeding through legal counsel designated by theCorporation and at the expense of the Corporation.

###  

### E.                                      TheCorporation may purchase and maintain insurance on behalf of any such persons,whether or not the Corporation would have the power to indemnify such officersand directors against any liability under the laws of the State ofGeorgia.  If any expenses or otheramounts are paid by way of indemnification, other than by court order, actionby shareholders or by an insurance carrier, the Corporation shall providenotice of such payment to the shareholders in accordance with the provisions ofthe laws of the State of Georgia.

###  

### F.                                      Theindemnification and advancement of expenses provided in this Article shallnot be deemed exclusive of any other rights, in respect to indemnification orotherwise, to which the persons seeking indemnification or advancement ofexpenses may be entitled under any bylaws, resolution, agreement, statute orotherwise.

###  

### G.                                     The rightsto indemnification and advancement of expenses provided by this Article shallbe deemed a contract between the Corporation and each such person and anymodification or repeal of this Article shall not affect any right orobligation then existing with respect to any stated fact then or previouslyexisting or any action, or proceeding previously or thereafter brought orthreatened based in whole or in part of any such state of facts.  Such contract right may not be modified orrepealed without consent of each such person.  The rights to indemnification and advancementof expenses provided by this Article shall continue to a person entitledto indemnification and advancement of expenses provided by this Article shallcontinue to a person entitled to indemnification hereunder who has ceased to bea director or office and shall inure to the benefit of the heirs, executors, oradministrators of each such person.

###  

### H.                                    Notwithstandinganything contained herein to the contrary, Article 9 is intended toprovide indemnification to each director and officer of the Corporation to thefullest extent authorized by the Code, as the same exists or may hereafter beamended (but, in the case of any such amendment, only to the extent that suchamendment permits the Corporation to provide broader rights than said statutepermitted the Corporation to provide prior thereto).

 

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