**EXHIBIT 3.2**

 

**BYLAWS**

 

**OF**

 

**THE SOUTHERN BANC COMPANY, INC.**

 

**ARTICLE I**

 

**PrincipalExecutive Office**

 

The principal executive office of TheSouthern Banc Company Inc. (the “Corporation”) shall be at 221 S. 6th Street, Gadsden, Alabama. TheCorporation may also have offices at such other places within or without the State of Alabama as the board of directors shall from time to time determine. 

 

**ARTICLE II**

 

**Stockholders**

 

SECTION 1. Place of Meetings. All annual and special meetings of stockholders shall be held at the principal executive office of the Corporation or at such other place within or without the State of Alabama asthe board of directors may determine and as designated in the notice of such meeting. 

 

SECTION 2. Annual Meeting. A meeting of the stockholders of the Corporation for the election of directors and for the transaction of any other business of the Corporation shall be held annually at such date andtime as the board of directors may determine. 

 

SECTION 3.Special Meetings. Special meetings of the stockholders for any purpose or purposes may be called at any time by the board of directors or by a committee of the board of directors in accordance with the provisions of the Corporation’sCertificate of Incorporation. 

 

SECTION 4. Conduct ofMeetings. Annual and special meetings shall be conducted in accordance with these Bylaws or as otherwise prescribed by the board of directors. The chairman or the chief executive officer of the Corporation shall preside at such meetings.

 

SECTION 5. Notice of Meeting. Written notice statingthe place, day and hour of the meeting and the purpose or purposes for which the meeting is called shall be mailed by the secretary or the officer performing his duties, not less than ten days nor more than fifty days before the meeting to eachstockholder of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the stockholder at his address as it appears on the stock transfer books or recordsof the Corporation as of the record date prescribed in Section 6, with postage thereon prepaid. If a stockholder be present at a meeting, or in writing waive notice thereof before or after the meeting, notice of the meeting to such stockholder shallbe unnecessary. When any stockholders’ meeting, either annual or special, is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. It shall not be necessary to give any noticeof the time and place of any meeting adjourned for less than thirty days or of the business to be transacted at such adjourned meeting, other than an announcement at the meeting at which such adjournment is taken. 

SECTION 6. Fixing of Record Date. For the purpose of determining stockholders entitled to noticeof or to vote at any meeting of stockholders, or any adjournment thereof, or stockholders entitled to receive payment of any dividend, or in order to make a determination of stockholders for any other proper purpose, the board of directors shall fixin advance a date as the record date for any such determination of stockholders. Such date in any case shall be not more than sixty days, and in case of a meeting of stockholders, not less than ten days prior to the date on which the particularaction, requiring such determination of stockholders, is to be taken. When a determination of stockholders entitled to vote at any meeting of stockholders has been made as provided in this section, such determination shall apply to any adjournmentthereof. 

 

SECTION 7. Voting Lists. The officer or agenthaving charge of the stock transfer books for shares of the Corporation shall make, at least ten days before each meeting of stockholders, a complete record of the stockholders entitled to vote at such meeting or any adjournment thereof, with theaddress of and the number of shares held by each. The record, for a period of ten days before such meeting, shall be kept on file at the principal place of business of the Corporation, whether within or outside the State of Alabama, and shall besubject to inspection by any stockholder for any purpose germane to the meeting at any time during usual business hours. Such record shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection ofany stockholder for any purpose germane to the meeting during the whole time of the meeting. The original stock transfer books shall be prima facie evidence as to who are the stockholders entitled to examine such record or transfer books or to voteat any meeting of stockholders. 

 

SECTION 8. Quorum.One-third of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of stockholders. If less than one-third of the outstanding shares are represented at a meeting, amajority of the shares so represented may adjourn the meeting from time to time without further notice. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted atthe meeting as originally notified. The stockholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. 

 

SECTION 9. Proxies. At all meetings of stockholders, a stockholder mayvote by proxy executed in writing by the stockholder or by his duly authorized attorney in fact. Proxies solicited on behalf of the management shall be voted as directed by the stockholder or, in the absence of such direction, as determined by amajority of the board of directors. No proxy shall be valid after eleven months from the date of its execution unless otherwise provided in the proxy. 

 

SECTION 10. Voting. At each election for directors every stockholder entitled to vote at such election shall be entitled to one vote for each shareof stock held. Unless otherwise provided by the Certificate of Incorporation, by statute, or by these Bylaws, a majority of those votes cast by stockholders at a lawful meeting shall be sufficient to pass on a transaction or matter, except in theelection of directors, which election shall be determined by a plurality of the votes of the shares present in person or by proxy at the meeting and entitled to vote on the election of directors. 

 

SECTION 11. Voting of Shares in the Name of Two or More Persons. Whenownership of stock stands in the name of two or more persons, in the absence of written directions to the Corporation to the contrary, at any meeting of the stockholders of the Corporation any one or more of such stockholders may cast, in person orby proxy, all votes to which such ownership is entitled. In the event an attempt is made to cast conflicting votes, in person or by proxy, by the several persons in whose name shares of stock stand, the vote or votes to which these persons areentitled shall be cast as directed by a majority of those 

 

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holding such stock and present in person or by proxy at such meeting, but no votes shall be cast for such stock if a majority cannot agree. 

 

SECTION 12. Voting of Shares by Certain Holders. Shares standing inthe name of another corporation may be voted by any officer, agent or proxy as the bylaws of such corporation may prescribe, or, in the absence of such provision, as the board of directors of such corporation may determine. Shares held by anadministrator, executor, guardian 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 notrustee shall be entitled to vote shares held by him without a transfer of such shares into his name. Shares standing in the name of a receiver may be voted by such receiver, and shares held by or under the control of a receiver may be voted by suchreceiver without the transfer thereof into his name if authority to do so is contained in an appropriate order of the court or other public authority by which such receiver was appointed. 

 

A stockholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into thename of the pledgee and thereafter the pledgee shall be entitled to vote the shares so transferred. 

 

Neither treasury shares of its own stock held by the Corporation, nor shares held by another corporation, if a majority of the shares entitled to vote forthe election of directors of such other corporation are held by the Corporation, shall be voted at any meeting or counted in determining the total number of outstanding shares at any given time for purposes of any meeting. 

 

SECTION 13. Inspectors of Election. In advance of any meeting ofstockholders, the chairman of the board or the board of directors may appoint any persons, other than nominees for office, as inspectors of election to act at such meeting or any adjournment thereof. The number of inspectors shall be either one orthree. If the board of directors so appoints either one or three inspectors, that appointment shall not be altered at the meeting. If inspectors of election are not so appointed, the chairman of the board may make such appointment at the meeting. Incase any person appointed as inspector fails to appear or fails or refuses to act, the vacancy may be filled by appointment in advance of the meeting or at the meeting by the chairman of the board or the president. 

 

Unless otherwise prescribed by applicable law, the duties of such inspectorsshall include: determining the number of shares of stock and the voting power of each share, the shares of stock represented at the meeting, the existence of a quorum, the authenticity, validity and effect of proxies; receiving votes, ballots orconsents; hearing and determining all challenges and questions in any way arising in connection with the right to vote; counting and tabulating all votes or consents; determining the result; and such acts as may be proper to conduct the election orvote with fairness to all stockholders. 

 

SECTION 14.Nominating Committee. The board of directors or a committee appointed by the board of directors shall act as a nominating committee for selecting 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, the nominating committee shall deliver written nominations to the secretary at least twenty days prior to the date of the annual meeting. Provided such committee makes suchnominations, no nominations for directors except those made by the nominating committee shall be voted upon at the annual meeting unless other nominations by stockholders are made in writing and delivered to the secretary of the Corporation inaccordance with the provisions of the Corporation’s Certificate of Incorporation. 

 

SECTION 15. New Business. Any new business to be taken up at the annual meeting shall be stated in writing and filed with the secretary of the Corporation in accordance with the provisions of the 

 

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Corporation’s Certificate of Incorporation. This provision shall not prevent the consideration and approval or disapproval at the annual meeting ofreports of officers, directors and committees, but in connection with such reports no new business shall be acted upon at such annual meeting unless stated and filed as provided in the Corporation’s Certificate of Incorporation. 

 

**ARTICLE III**

 

**Board of Directors**

 

SECTION 1. General Powers. The business and affairs of the Corporationshall be under the direction of its board of directors. The chairman shall preside at all meetings of the board of directors. 

 

SECTION 2. Number, Term and Election. The board of directors shall consist of **[eight]** members and shall be divided into three classes asnearly equal in number as possible. The members of each class shall be elected for a term of three years and until their successors are elected or qualified. The board of directors shall be classified in accordance with the provisions of theCorporation’s Certificate of Incorporation. 

 

SECTION 3.Regular Meetings. A regular meeting of the board of directors shall be held at such time and place as shall be determined by resolution of the board of directors without other notice than such resolution. 

 

SECTION 4. Special Meetings. Special meetings of the board ofdirectors may be called by or at the request of the chairman, the chief executive officer or one-third of the directors. The person calling the special meetings of the board of directors may fix any place as the place for holding any special meetingof the board of directors called by such persons. 

 

Members ofthe board of directors may participate in special meetings by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other. Such participation shall constitute presence inperson. 

 

SECTION 5. Notice. Written notice of anyspecial meeting shall be given to each director at least two days previous thereto delivered personally or by telegram or at least seven days previous thereto delivered by mail at the address at which the director is most likely to be reached. Suchnotice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid if mailed or when delivered to the telegraph company if sent by telegram. Any director may waive notice of any meeting by awriting filed with the secretary. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any businessbecause the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any meeting of the board of directors need be specified in the notice or waiver of notice of such meeting. 

 

SECTION 6. Quorum. A majority of the number of directors fixed bySection 2 shall constitute a quorum for the transaction of business at any meeting of the board of directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time.Notice of any adjourned meeting shall be given in the same manner as prescribed by Section 5 of this Article III. 

 

SECTION 7. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of theboard of directors, unless a greater number is prescribed 

 

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by these Bylaws, the Certificate of Incorporation, or the General Corporation Law of the State of Delaware. 

 

SECTION 8. Action Without a Meeting. Any action required or permittedto be taken by the board of directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the directors. 

 

SECTION 9. Resignation. Any director may resign at any time by sending a written notice of such resignation to thehome office of the Corporation addressed to the chairman. Unless otherwise specified therein such resignation shall take effect upon receipt thereof by the chairman. 

 

SECTION 10. Vacancies. Any vacancy occurring in the board of directors shall be filled in accordance with theprovisions of the Corporation’s Certificate of Incorporation. Any directorship to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of two-thirds of the directors then in office or by electionat an annual meeting or at a special meeting of the stockholders held for that purpose. The term of such director shall be in accordance with the provisions of the Corporation’s Certificate of Incorporation. 

 

SECTION 11. Removal of Directors. Any director or the entire board ofdirectors may be removed only in accordance with the provisions of the Corporation’s Certificate of Incorporation. 

 

SECTION 12. Compensation. Directors, as such, may receive compensation for service on the board of directors. Members of either standing or specialcommittees may be allowed such compensation as the board of directors may determine. 

 

**ARTICLE IV**

 

**Committees of the Board of Directors**

 

The boardof directors may, by resolution passed by a majority of the whole board, designate one or more committees, as they may determine to be necessary or appropriate for the conduct of the business of the Corporation, and may prescribe the duties,constitution and procedures thereof. Each committee shall consist of one or more directors of the Corporation appointed by a majority of the whole board. The board may designate one or more directors as alternate members of any committee, who mayreplace any absent or disqualified member at any meeting of the committee. 

 

The board shall have power at any time to change the members of, to fill vacancies in, and to discharge any committee of the board. Any member of any such committee may resign at any time by giving notice to theCorporation; provided, however, that notice to the board, the chairman of the board, the chief executive officer, the chairman of such committee, or the secretary shall be deemed to constitute notice to the Corporation. Such resignation shall takeeffect upon receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, acceptance of such resignation shall not be necessary to make it effective. Any member of any such committee may be removed at anytime, either with or without cause, by the affirmative vote of a majority of the authorized number of directors at any meeting of the board called for that purpose. 

 

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**ARTICLE V**

 

**Officers**

 

SECTION 1. Positions. The officers of the Corporation shall be a chairman, a president, one or more vice presidents, a secretary and a treasurer,each of whom shall be elected by the board of directors. The board of directors may designate one or more vice presidents as executive vice president or senior vice president. The board of directors may also elect or authorize the appointment ofsuch other officers as the business of the Corporation may require. The officers shall have such authority and perform such duties as the board of directors may from time to time authorize or determine. In the absence of action by the board ofdirectors, the officers shall have such powers and duties as generally pertain to their respective offices. 

 

SECTION 2. Election and Term of Office. The officers of the Corporation shall be elected annually by the board of directors at the first meeting ofthe board of directors held after each annual meeting of the stockholders. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as possible. Each officer shall hold office until his successor shallhave been duly elected and qualified or until his death or until he shall resign or shall have been removed in the manner hereinafter provided. Election or appointment of an officer, employee or agent shall not of itself create contract rights. Theboard of directors may authorize the Corporation to enter into an employment contract with any officer in accordance with state law; but no such contract shall impair the right of the board of directors to remove any officer at any time inaccordance with Section 3 of this Article V. 

 

SECTION 3.Removal. Any officer may be removed by vote of two-thirds of the board of directors whenever, in its judgment, the best interests of the Corporation will be served thereby, but such removal, other than for cause, shall be without prejudice tothe contract rights, if any, of the person so removed. 

 

SECTION4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term. 

 

SECTION 5. Remuneration. The remuneration of the officers shall befixed from time to time by the board of directors, and no officer shall be prevented from receiving such salary by reason of the fact that he is also a director of the Corporation. 

 

**ARTICLE VI**

 

**Contracts, Loans, Checks and Deposits**

 

SECTION 1. Contracts. To the extent permitted by applicable law, and except as otherwise prescribed by the Corporation’s Certificate ofIncorporation or these Bylaws with respect to certificates for shares, the board of directors or the executive committee may authorize any officer, employee, or agent of the Corporation to enter into any contract or execute and deliver anyinstrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances. 

 

SECTION 2. Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unlessauthorized by the board of directors. Such authority may be general or confined to specific instances. 

 

SECTION 3. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in thename of the Corporation shall be signed by one or 

 

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more officers, employees or agents of the Corporation in such manner, including in facsimile form, as shall from time to time be determined by resolution ofthe board of directors. 

 

SECTION 4. Deposits. All fundsof the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in any of its duly authorized depositories as the board of directors may select. 

 

**ARTICLE VII**

 

**Certificates for Shares and Their Transfer**

 

SECTION 1. Certificates for Shares. The shares of the Corporationshall be represented by certificates signed by the chairman of the board of directors or the president or a vice president and by the treasurer or an assistant treasurer or the secretary or an assistant secretary of the Corporation, and may besealed with the seal of the Corporation or a facsimile thereof. Any or all of the signatures upon a certificate may be facsimiles if the certificate is countersigned by a transfer agent, or registered by a registrar, other than the Corporationitself or an employee of the Corporation. If any officer who has signed or whose facsimile signature has been placed upon such certificate shall have ceased to be such officer before the certificate is issued, it may be issued by the Corporationwith the same effect as if he were such officer at the date of its issue. 

 

SECTION 2. Form of Share Certificates. All certificates representing shares issued by the Corporation shall set forth upon the face or back that the Corporation will furnish to any stockholder upon request andwithout charge a full statement of the designations, preferences, limitations, and relative rights of the shares of each class authorized to be issued, the variations in the relative rights and preferences between the shares of each such series sofar as the same have been fixed and determined, and the authority of the board of directors to fix and determine the relative rights and preferences of subsequent series. 

 

Each certificate representing shares shall state upon the face thereof: That the Corporation is organized under the laws ofthe State of Delaware; the name of the person to whom issued; the number and class of shares, the designation of the series, if any, which such certificate represents; the par value of each share represented by such certificate, or a statement thatthe shares are without par value. Other matters in regard to the form of the certificates shall be determined by the board of directors. 

 

SECTION 3. Payment for Shares. No certificate shall be issued for any share until such share is fully paid. 

 

SECTION 4. Form of Payment for Shares. The consideration for theissuance of shares shall be paid in accordance with the provisions of the Corporation’s Certificate of Incorporation. 

 

SECTION 5. Transfer of Shares. Transfer of shares of capital stock of the Corporation shall be made only on its stock transfer books. Authority forsuch transfer shall be given only the holder of record thereof or by his legal representative, who shall furnish proper evidence of such authority, or by his attorney thereunto authorized by power of attorney duly executed and filed with theCorporation. Such transfer shall be made only on surrender for cancellation of the certificate for such shares. The person in whose name shares of capital stock stand on the books of the Corporation shall be deemed by the Corporation to be the ownerthereof for all purposes. 

 

SECTION 6. Lost Certificates.The board of directors may direct a new certificate to be issued in place of any certificate theretofore issued by the Corporation alleged to have been lost, stolen, or 

 

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destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen, or destroyed. When authorizingsuch issue of a new certificate, the board of directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen, or destroyed certificate, or his legal representative, to give theCorporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen, or destroyed. 

 

**ARTICLE VIII**

 

**Fiscal Year; Annual Audit**

 

The fiscal year of the Corporation shall end on the last day of June of eachyear. The Corporation shall be subject to an annual audit as of the end of its fiscal year by independent public accountants appointed by and responsible to the audit committee of the board of directors. 

 

**ARTICLE IX**

 

**Dividends**

 

Dividends upon the stock of the Corporation, subject to the provisions of theCertificate of Incorporation, if any, may be declared by the board of directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property or in the Corporation’s own stock. 

 

**ARTICLE X**

 

**Corporation Seal**

 

The corporate seal of the Corporation shall be in such form as the board ofdirectors shall prescribe. 

 

**ARTICLE XI**

 

**Amendments**

 

In accordance with the Corporation’s Certificate of Incorporation, theseBylaws may be repealed, altered, amended or rescinded by the stockholders of the Corporation only by vote of not less than 80 % of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors(considered for this purpose as one class) cast at a meeting of the stockholders called for that purpose (provided that notice of such proposed repeal, alteration, amendment or rescission is included in the notice of such meeting). In addition, theboard of directors may repeal, alter, amend or rescind these Bylaws by vote of two-thirds of the board of directors at a legal meeting held in accordance with the provisions of these Bylaws. 

 

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