EXHIBIT 3.1

                     AMENDED AND RESTATED BYLAWS OF
                   COMMUNITY NATIONAL BANCORPORATION
                A GEORGIA CORPORATION (THE "CORPORATION")
                           AS OF MAY 11, 2004

                              ARTICLE ONE
                                OFFICES

     1.1   REGISTERED OFFICE AND AGENT.  The Corporation will maintain a
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registered office and will have a registered agent whose business office is
identical with such registered office.  The registered office need not be
identical with the principal business office of the Corporation.

     1.2   OTHER OFFICES.  The Corporation may have offices at such other
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place(s), within or without the State of Georgia, as the Board of Directors
may from time to time determine or the business of the Corporation may require.

                              ARTICLE TWO
                         SHAREHOLDERS' MEETINGS

     2.1   DATE, TIME AND PLACE OF MEETINGS.  All meetings of the shareholders
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shall be held on such date, time and place, within or without the State of
Georgia, as the Board of Directors may set forth from time to time, or if no
place is so specified, at the principal executive office of the Corporation.

     2.2   ANNUAL MEETINGS.  The annual meeting of shareholders shall be held
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on a date and at a time following the end of the Corporation's fiscal year as
may be determined by the Board of Directors, for the purpose of electing
directors and transacting any and all business that may properly come before
the meeting.

     2.3   SPECIAL MEETINGS.  Special meetings of the shareholders for any
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purpose(s) may be called at any time by the Chairman of the Board or the
President or by a majority of the directors then in office or by written request
of the holders of at least 25% of the then outstanding shares of capital stock
of the Corporation entitled to be cast, voting together as a single class.
Business transacted at any special meeting of shareholders shall be limited to
the purpose(s) stated in the notice thereof.

     2.4   NOTICE OF MEETINGS.  Written notice of each shareholders' meeting
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stating the date, time and place of the meeting will be delivered either
personally or by mail to each shareholder of record entitled to vote at such
meeting, not less than 10 days nor more than 60 days before the date of the
meeting. In the case of an annual meeting, the notice of the meeting need not
state the purpose(s) for which the meeting is called.  In the case of a special
meeting, the notice of meeting shall state the purpose(s) for which the meeting
is called.  If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail with first class postage affixed thereon,
prepaid, addressed to each shareholder at his address as it appears on the
Corporation's record of shareholders.  Attendance of a shareholder at a meeting
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of the shareholders shall constitute a waiver of notice of such meeting and of
all objections to the place or time of such meeting, or the manner in which it
has been called or convened, except when a shareholder attends a meeting solely
for the purpose of stating, at the beginning of the meeting, any such objection
to the transaction of any business.  Notice need not be given to any shareholder
who signs a waiver of notice, in person or by proxy, either before or after the
meeting.  If the language of a proposed resolution or plan requiring the
approval of the shareholders is included in a written notice of a meeting of the
shareholders, the shareholders' meeting considering the resolution or plan may
adopt it with such clarifying or other amendments as do not enlarge its original
purpose without further notice to shareholders not present in person or by
proxy.

     2.5   QUORUM.  The presence, in person or by proxy, of the holders of a
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majority of shares then issued and outstanding and entitled to vote, shall
constitute a quorum for the transaction of business at any meeting of
shareholders, except as otherwise required by statute or the Articles of
Incorporation.  Where a quorum is once present at a meeting, it shall not be
broken by the subsequent withdrawal of any of those present.

     2.6   ADJOURNMENT.  In the absence of a quorum or for any other reason,
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the holders of the majority of the shares then issued and outstanding and
entitled to vote at any meeting of the shareholders, present in person or
represented by proxy, or the Chairman of the Board, or the President, shall have
the power to adjourn the meeting from time to time, without notice other than
announcement at the meeting of the date, time and place of the adjourned
meeting.  At such adjourned meeting in which a quorum shall be present or
represented, any business may be transacted which might have been transacted at
the meeting as originally notified.  If after the adjournment a new record date
is picked for the adjourned meeting, notice of the adjourned meeting shall be
given to each shareholder of record entitled to vote at the adjourned meeting.

     2.7   VOTE REQUIRED.  When a quorum is present at any meeting, the
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affirmative vote of the holders of a majority of the shares of stock of the
Corporation entitled to vote and present in person or represented by proxy,
voting together as a single class, shall decide any questions brought before
such meeting, except as otherwise required by statute or the Articles of
Incorporation.

     2.8   VOTING OF SHARES.  Except as otherwise required by statue or the
           -----------------
Articles of Incorporation, each shareholder shall be entitled to one vote, in
person or represented by proxy, for each share of stock having voting power held
by such shareholder at every meeting of the shareholders.  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 with
the Secretary of the Corporation before or at the time of the meeting.  Voting
on matters brought before a shareholders' 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 the voting on such matter, demands vote by ballot, in
which event the voting shall be by ballot.

     2.9   NO ACTION BY WRITTEN CONSENT.  Shareholders shall not be entitled to
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take any action by written consent in lieu of taking such action at an annual or
special meeting of shareholders.


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     2.10   SHAREHOLDERS' LIST.  A complete list of shareholders entitled to
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vote at any meeting of shareholders, arranged in alphabetical order showing the
address of each such shareholder as it appears in the records of the Corporation
and the number of shares registered in the name of such shareholder, shall be
prepared by the Secretary of the Corporation at least 10 days prior to every
meeting of shareholders.  Such list shall be open to the examination of any
shareholder, for any purpose relating to the meeting, during ordinary business
hours for a period of at least 10 days prior to the meeting, either at a place
within the city where the meeting is to be held or, if not so specified, the
place where the meeting is to be held, and a duplicate list shall be similarly
open to examination at the principal executive office of the Corporation.  The
list shall also be produced and kept at the time and place of the meeting during
the duration thereof, and may be inspected by any shareholder who is present.

     2.11   INSPECTORS OF ELECTION.  In advance of any meeting of shareholders,
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the Board of Directors may appoint any persons, their 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 or three.  If such persons are not
so appointed or fail or refuse to act, the presiding officer of such meeting
shall make such appointment(s) at the meeting.  The number of inspectors shall
be either one or three.  If there are three inspectors, the decision, action or
certificate of a majority of such inspectors shall be effective and shall
represent the decision, action or certificate of all.  No such inspector need be
a shareholder of the Corporation.

     Unless otherwise required by statute or the Articles of Incorporation, the
duties of such inspectors shall include: determining the number of shares
outstanding and the voting power of each share, the number of shares represented
at the meeting, the existence of a quorum, the authenticity, validity and effect
of proxies; receiving votes or ballots; hearing and determining all challenges
and questions in any way arising in connection with the right to vote; counting
and tabulating all ballots or votes and determining the results thereof; and
such acts as may be proper to conduct the election or vote with fairness to all
shareholders.  Upon request, the inspectors shall make a report in writing to
the secretary of the meeting concerning any challenge, question or other matter
as may have been determined by them and shall execute and deliver to such
secretary a certificate of any fact found by them.


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

     B.  At any annual meeting of shareholders, only such business shall be
conducted as shall have been brought before the meeting (i) as specified in the
notice of the meeting given by or at the direction of the Board of Directors,
(ii) otherwise properly brought before the meeting by or at the direction of the
Board of Directors, or (iii) otherwise properly brought before the meeting by
any shareholder of the Corporation who is entitled to vote with respect thereto
and who complies with the notice procedures set forth in this subparagraph (b).

     For business to be properly brought before an annual meeting by a
shareholder, the shareholder must have given timely notice thereof in writing to
the Secretary of the Corporation.  To be timely, a shareholder's notice must be
delivered or mailed to and received at the principal executive office of the
Corporation not less than 60 days or more than 90 days prior to the date of the
annual meeting; provided, however, that in the event that less than 40 days'
notice or prior public disclosure of the date of the meeting is given or made
to shareholders, notice by a shareholder to be timely must be received not later
than the close of business on the tenth day following the day on which such
notice of the date of the annual meeting was mailed or such public disclosure
was made.  A shareholder's notice to the Secretary shall set forth as to each
matter such shareholder proposes to bring before the annual meeting (i) a brief
description of the business desired to be brought before the annual meeting and
the reasons for conducting such business at the annual meeting (ii) the name
and address, as they appear on the books of the Corporation, of the shareholder
proposing such business, (iii) the class and number of shares of the
Corporation's capital stock that are beneficially owned by such shareholder and
(iv) any material interest of such shareholder in such business. Notwithstanding
anything in these Bylaws to the contrary, no business shall be brought before or
conducted at an annual meeting except in accordance with the provisions of this
subparagraph (b).  The presiding officer at the annual meeting shall, if the
facts so warrant, determine and declare to the meeting that a matter of business
was not properly brought before the meeting in accordance with the provisions of
this subparagraph (b) and, if he should so determine, he shall so declare to the
meeting and any such business so determined to be not properly brought before
the meeting shall not be transacted.

     C.  At any special meeting of the shareholders, only such business shall
be conducted as shall have been brought before the meeting by or at the
direction of the Board of Directors.

     2.13   VOTING OF SHARES BY CERTAIN HOLDERS.
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     A. If shares or other securities having voting power stand of record in
the names of two or more persons, whether fiduciaries, members of a partnership,


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joint tenants, tenants in common, tenants by the entirety or otherwise, or if
two or more persons have the same fiduciary relationship respecting the same
shares, unless the Secretary of the Corporation is given written notice to the
contrary and is furnished with a copy of the instrument or order appointing
them or creating the relationship wherein it is so provided, their acts with
respect to voting shall 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) if more than one vote, but the vote is evenly split on any
particular matter, each faction may vote the securities in question
proportionally, or any person voting the shares, or a beneficiary, if any, may
apply to such Court as may have jurisdiction to appoint an additional person
to act with the persons so voting the shares, which shall then be voted as
determined by the majority of such persons and the person appointed by the
Court.  If the instrument so filed shows that any such tenancy is held in
unequal interests, a majority or even-split for the purposes hereof shall be
a majority or even-split in interests.  Shares standing in the 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 an
administrator, 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 no trustee 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 such receiver without the transfer thereof into
his name if authority so to do is contained in an appropriate order of the court
or other public authority by which such receiver was appointed.

     B.  A shareholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee, and
thereafter the pledgee shall be entitled to vote the shares so transferred.

                               ARTICLE THREE
                           THE BOARD OF DIRECTORS

     3.1   GENERAL POWERS.  The business and affairs of the Corporation will be
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managed by or under the direction of the Board of Directors.  In addition to the
powers and authority expressly conferred upon it by these Bylaws, the Board of
Directors may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by statute, by any legal agreement among
shareholders, by the Articles of Incorporation or by these Bylaws directed or
required to be exercised or done by the shareholders.  The Board of Directors
shall annually elect a Chairman of the Board from among its members and may
elect a Vice Chairman of the Board from among its members.

     3.2   NUMBER AND TENURE.  The Board of Directors shall consist of not less
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than seven or more than 21 directors. The number of directors within this range
shall be determined from time to time by resolution adopted by a majority of the
directors then in office.  The Board of Directors shall be divided into three
classes to be known as Class I, Class II and Class III, with each class to be
nearly equal in number as possible. Except in the case of earlier death,
resignation or removal, each director shall serve for a term ending on the date
of the third annual meeting of shareholders following the annual meeting at
which such director was elected; provided, however, that each initial director
in Class I shall hold office until the first annual meeting of shareholders


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after his or her election; each initial director in Class II shall hold office
until the second annual meeting of shareholders after his or her election; and
each initial director in Class III shall hold office until the third annual
meeting of shareholders after his or her election. Notwithstanding the
expiration of a director's term, such director shall serve until his or her
successor, if there is to be any, is elected and qualified or until his or her
earlier death, resignation or removal.  No decrease in the number of directors
shall shorten the term of any incumbent director.  Except as otherwise provided
in the Articles of Incorporation and these Bylaws, directors shall be elected
at each annual meeting of shareholders, or at a special meeting of shareholders
called for purposes that include the election of directors.

     3.3   QUALIFICATION OF DIRECTORS.  Directors shall be natural persons who
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have attained the age of 21 years but need not be residents of the State of
Georgia or shareholders of the Corporation.

     3.4   VACANCY.  Any vacancy occurring in the Board of Directors, including
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any vacancy occurring by reason of an increase in the number of directors or by
the removal of a director, may be filled by the vote of a majority of the
directors then in office, though less than a quorum.  Any director so chosen
shall hold office until such director's successor shall have been elected and
qualified.  Any director chosen by the Board of Directors to fill a vacancy
created, other than by reason of an increase in the number of directorships,
shall serve for the unexpired term of the director whose vacancy is being
filled.  Any director chosen by the Board of Directors to fill a vacancy created
by reason of an increase in the number of directorships shall serve for a term
to expire at the next election of directors by the shareholders.

     3.5   REMOVAL.  At a meeting of shareholders with respect to which notice
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of such purpose has been given, any or all members of Board of Directors may be
removed for cause, and then only by the affirmative vote of the holders of 75%
of the then outstanding shares of stock of the Corporation entitled to be cast,
voting together as single class.  Notwithstanding the foregoing, if a removal
has been approved by a resolution adopted by at least two-thirds of the
directors then in office, the removal shall be approved by vote of the holders
of a majority of the voting power of the then outstanding shares of capital
stock of the Corporation entitled to be cast, voting together as a single class.
For purposes hereof, "cause" shall mean any act or omission for which a director
may be personally liable to the Corporation or its shareholders pursuant to the
Articles of Incorporation, as well as any other act or omission which relates to
personal dishonesty, incompetence or intentional failure to perform stated
duties.

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

     3.7   NOMINATIONS OF DIRECTORS.
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     A.  Only persons who are nominated in accordance with the procedures set
forth in these Bylaws or adopted by the Board of Directors or a nominating


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committee established by the Board of Directors shall be eligible for election
as Directors.  Nominations of persons for election to the Board of Directors of
the Corporation may be made at any meeting of shareholders at which Directors
are to 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 the election of
Directors at the meeting who complies with the notice procedures set forth in
this Section.  The Board of Directors shall appoint a nominating committee of
at least three directors to recommend to the Board of Directors persons to be
nominees for election as directors.  Based on such recommendations, the Board
of Directors shall select the nominees for election as directors.

     B.  Nominations, other than those nominees made by or at the direction of
the Board of Directors, shall be made by timely notice in writing to the
Secretary of the Corporation.  To be timely, a shareholder's notice shall be
delivered or mailed to and received at the principal executive offices of the
Corporation not less than 30 days prior to the date of the meeting; provided,
however, that in the event that less than 40 days' notice or prior public
disclosure of the date of the meeting is given or made to shareholders, notice
by the shareholder to be timely must be so received not later than the close of
business on the 10th day following the day on which such notice of the date of
the meeting is mailed or such public disclosure was made.  Such shareholder's
notice shall set forth (i) as to each person whom the shareholder proposes to
nominate for election or re- election as a director, all information relating to
such person as required to be disclosed in solicitation of proxies for election
of directors, or as otherwise required, in each case pursuant to Regulation 14A
under the Securities and Exchange Act of 1934, as amended (including such
person's written consent to being named in a proxy statement as a nominee and to
serving as a director if elected); and (ii) as to the shareholder giving the
notice (x) the name and address, as they appear on the books of the Corporation,
of such shareholder and (y) the class and number of shares of the Corporation's
capital stock that are beneficially owned by such shareholder.  At the request
of the Board of Directors any person nominated by the Board of Directors for
election as a director shall furnish to the Secretary of the Corporation that
information required to be set forth in a shareholder's notice of nomination
which pertains to the nominee.  No person shall be eligible for election as a
Director of the Corporation unless nominated in accordance with the provisions
of this Section.  The officer presiding at the meeting shall, if the facts so
warrant, determine and declare to the meeting that a nomination was not made in
accordance with the provisions of this Section and, if he should so determine,
he shall so declare to the meeting and the defective nomination shall be
discharged.

     3.8   DIRECTORS EMERITUS.  The Board of Directors shall have the authority,
           -------------------
at its discretion, to choose persons to serve as directors emeritus. Such
action, if taken, shall be taken at the regular meeting of the Board of
Directors next following the annual meeting of shareholders.  No more than three
persons may serve as directors emeritus at any one time.  Once elected, a
director emeritus shall serve a term of one year, but he may be re-elected by
the Board to serve additional terms.  A director emeritus shall be allowed to
attend all regular and special meetings of the Board of Directors, and he may
actively participate in such meetings except that he shall not be allowed to
vote on any matters voted upon by the directors, nor shall he be counted for
purposes of determining if there is a quorum.  A director emeritus may also
serve in an advisory capacity on committees, but again, he shall not be allowed
to vote.  A director emeritus may be removed from office at any time, with or
without cause, by majority vote of the Board of Directors.  A director emeritus
shall be entitled to reasonable compensation for his services as a director
emeritus and to reasonable expenses incurred in attending meetings, all as


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determined by the Board of Directors, provided that no such compensation shall
be paid unless the direct members of the Board of Directors are likewise being
compensated, and provided further that such compensation shall be less than that
paid to the members of the Board of Directors.  A director emeritus shall not
have the responsibility imposed upon a director, nor shall he be subject to any
liability imposed upon a director, or otherwise be deemed a director.

                                 ARTICLE FOUR
                    MEETINGS OF THE BOARD OF DIRECTORS

     4.1   ANNUAL AND OTHER REGULAR MEETINGS.  The annual regular meeting of the
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Board of Directors shall be held at the time and place of the regularly
scheduled meeting of the Board of Directors next following the annual meeting
of the shareholders.  Regular meetings of the Board of Directors or any
committee thereof may be held between annual meetings without notice at such
time and at such place, within or without the State of Georgia, as from time to
time shall be determined by the Board or any committee thereof, as the case may
be.

     4.2   SPECIAL MEETINGS.  Special meetings of Board of Directors may be
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called for any purpose(s) by the Chairman of the Board or the President or by
written request of any two or more directors then in office.  Special meetings
of any committee of the Board of Directors may be held on the date set at the
previous meeting of the committee or when called by its chairman or by a
majority of its members.  Any such special meetings shall be held at such date,
time and place, within or without the State of Georgia, as shall be communicated
in the notice of the meeting.

     4.3   NOTICE.  Notice of any special meeting of the Board of Directors or
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any committee thereof, setting forth the date, time and place of the meeting,
shall be delivered to each director or committee member, addressed to him at
his residence or usual place of business, or by telephone, telegram, cable,
telecommunication, teletype, facsimile transmission or personal delivery not
later than the second business day immediately preceding the date of the
meeting.  Neither the business to be transacted at, nor the purpose of, any
regular or special meeting need be specified in the notice or any waiver of
notice.

     Notice of any meeting need not be given to any director or committee member
who shall attend such meeting in person (except when the person attends a
meeting for the express purpose of objecting, at the beginning of the meeting,
to the transaction of any business because the meeting is not properly called
or convened) or who shall waive notice thereof, before or after such meeting,
in a signed writing.

     4.4   QUORUM AND ADJOURNMENT.  At all meetings of the Board of Directors or
           -----------------------
any committee thereof, the presence of a majority of the directors or committee
members then in office shall constitute a quorum for the transaction of
business. In the absence of a quorum or for any other reason, a majority of the
directors or committee members present thereat may adjourn the meeting from time
to time.  Notice of any adjourned meeting shall be given to each director or
committee member who was not present at the time of adjournment and, unless the
time and place of the adjourned meeting are announced at the time of
adjournment, to the other directors or committee members. At any reconvened
meeting following such adjournment at which a quorum shall be present, any


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business may be transacted which might have transacted at the meeting as
originally notified.

     4.5   VOTING.  At all meetings of the Board of Directors or any committee
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thereof, each director or committee member present shall have one vote.  The act
of a majority of the directors or committee members present at any meeting, in
which there is a quorum, shall be the act of the Board of Directors or any
committee thereof, except as otherwise provided by statute, the Articles of
Incorporation or these Bylaws.  On any question on which the Board of Directors
or any committee thereof shall vote, the names of those voting and their votes
shall be entered into the minutes of the meeting when any member of the Board
of Directors or any committee member present at the meeting so requests.

     4.6   PRESUMPTION OF ASSENT.  Any director or committee member present at
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a meeting of the Board of Directors or any committee thereof shall be presumed
to have assented to any action taken at the meeting unless his dissent or
abstention is entered in the minutes of the meeting or unless he files, at the
meeting or immediately after its adjournment, his written dissent to the action
with the person acting as secretary of the meeting.  This right to dissent shall
not be available to a director or committee member who voted in favor of the
action.

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

     4.8   ACTION BY DIRECTORS WITHOUT A MEETING.  Any action required or
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permitted to be taken at any meeting of the Board of Directors or any committee
thereof may be taken without a meeting if a written consent, setting forth the
action so taken, is signed by all the directors or all the committee members,
as the case may be, and filed with the minutes of the proceedings of the Board
or the committee.  Such consent will have the same force and effect as a
unanimous vote of the Board of Directors or the committee.

     4.9   CONDUCT OF MEETINGS.  All meetings of the Board of Directors or any
           --------------------
committee thereof shall be conducted in accordance with such rules and
procedures as the directors may determine subject to the requirements of statute
and, as to matters not governed by such rules and procedures, as the presiding
officer of such meeting shall determine.  The presiding officer of any meeting
of the Board of Directors shall be the Chairman of the Board or, in his absence,
the President, or, in the absence of both, such person as designated by the
Board of Directors.  The Secretary, or in his absence, a person designated by
the presiding officer, shall act as secretary of the meeting.

     4.10   RESIGNATION.  Any director may resign at any time by giving written
            ------------
notice thereof to the Corporation addressed to the Chairman of the Board or the
President.  Unless otherwise specified, such resignation shall take effect upon
delivery of such notice unless some other date is specified in such notice.
Acceptance of any resignation shall not be necessary to make it effective unless
the resignation is tendered subject to such acceptance.  A director's absence


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from more than three consecutive regular meetings of the Board of Directors,
unless excused by resolution of the Board of Directors, shall be deemed to
constitute the resignation of such a director, effective once such resignation
is accepted by resolution of the Board of Directors.

                                  ARTICLE FIVE
                                BOARD COMMITTEES

     5.1   COMMITTEES.
           -----------

     A.  The Board of Directors may, by the vote of a majority of the directors
then in office, establish committees, including standing or special committees,
which shall have such duties as are authorized by the Board or by these Bylaws.
Committee members, and the chairman of each committee, shall be appointed by the
Board of Directors.  The presiding officer of any committee meeting shall be the
chairman of the committee and the chairman shall designate a person to act as
secretary of the committee meeting.

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

     C.  The designation of any committee under this Article and the delegation
of authority thereto shall not operate to relieve the Board of Directors, or any
director, of any responsibility imposed by statute.

     5.2   MINUTES.  Each committee shall keep minutes of its actions and
           --------
proceedings.  Any action taken by the Board of Directors with respect to the
actions or proceedings of any committee shall be entered into the minutes of
the Board of Directors.

                                   ARTICLE SIX
                                    OFFICERS

     6.1   OFFICERS.  The officers of the Corporation shall include a President,
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a Secretary, and a Treasurer.  The Board of Directors may also designate the
Chairman of the Board as an officer of the Corporation.  The Board of Directors
may also 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 of such other officers or assistant officers as the business of the
Corporation may require.  In addition to the duties and powers enumerated in
this Article, the officers of the Corporation shall perform such other duties
and exercise such further powers as the Board of Directors may authorize or
determine from time to time.  Any two or more of the above offices may be held
by the same persons except as prohibited by statute, but no officers shall
execute, acknowledge or verify an instrument in more than one capacity if the
instrument is required by statute or the Articles of Incorporation to be
executed, acknowledged or verified by two or more officers.  No officer need be
a shareholder of the Corporation.

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


                                      -10-
<PAGE>
     6.3   ELECTION AND TERM OF OFFICE.  The officers of the Corporation shall
           ----------------------------
be elected annually by the Board of Directors at the first meeting of the Board
of Directors held after each annual meeting of the shareholders.  If the
election of officers is not held at such meeting, such election shall be held as
soon as possible thereafter.  Each officer of the Corporation shall hold office
until his successor is elected or until his earlier resignation, death or
removal, or the termination of his office.  The election or appointment of an
officer, employee or agent shall not itself create contractual rights.  The
Board of Directors may authorize the Corporation to enter into an employment
contract or other arrangement with any officer; but no such contract shall
impair the rights of the Board of Directors to remove any officer at any time
in accordance with this Article.

     6.4   REMOVAL.  Any officer may be removed from office at any time, with or
           --------
without cause, by the vote of a majority of the directors then in office
whenever in their judgement, the best interest of the Corporation will be served
thereby. Any such removal shall be without prejudice to the contract rights, if
any, of the officer so removed.

     6.5   VACANCY.  Any vacancy in an office resulting from any cause may be
           --------
filled by the Board of Directors in the manner prescribed by these Bylaws.

     6.6   CHAIRMAN AND VICE CHAIRMAN OF THE BOARD.  The Chairman of the Board
           ----------------------------------------
shall be elected annually by the Board of Directors from among its members.  The
Chairman shall preside at all meetings of the Board and shall perform all of the
duties and shall have all the powers commonly incident to his office or
delegated to him by the Board of Directors, or which are or may at any time be
authorized or required by statute or these Bylaws.  Unless a Vice President has
been elected and has as one of his duties to act in the President's stead in the
event of his absence or inability to serve, then the Chairman of the Board, in
the event of the President's absence, inability to serve or refusal to serve,
shall act in the President's stead and shall have all the powers of and be
subject to all the restrictions of the President until such time as the
President resumes his duties, a new President is chosen, or an officer of the
Corporation is selected by the Board of Directors to perform the duties of the
President.  The Board of Directors may also elect a Vice Chairman who, in the
absence of the Chairman, shall preside at all meetings of the Board and shall
perform all of the duties and have all of the powers of the Chairman.

     6.7   PRESIDENT.  The President shall be the Chief Executive Officer of
           ----------
the Corporation and shall have general responsibility for the management and
supervision of the business of the Corporation and corporate policy.  The
President shall have administrative authority over the business of the
Corporation, and shall have such further authority and perform such other duties
as may be delegated to him by the Board of Directors.

     6.8   VICE PRESIDENT.  Each Executive Vice President, each Senior Vice
           ---------------
President and each other Vice President shall have such powers and perform such
duties as may be delegated to him by the Board of Directors or delegated by the
President.  In the absence or disability of the President, those powers, duties
and functions of the President may be temporarily performed and exercised by
such one of the Executive Vice Presidents, Senior Vice Presidents or the other
Vice Presidents as shall be expressly designated by the Board of Directors.


                                      -11-
<PAGE>
When more than one Vice President is elected, the Board may specify an order of
seniority among such Vice Presidents.

     6.9   SECRETARY.  The Secretary shall attend all meetings of the Board of
           ----------
Directors and all meetings of the shareholders and record all votes 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 be given, any notice required to be given of any meetings of
the shareholders, of the Board of Directors or any Board committees when
required, and shall perform such other duties as may be prescribed by the Board
of Directors or the President, under whose supervision the Secretary shall be.
The Secretary shall cause to be kept such books and records as the Board of
Directors or the President may require and shall cause to be prepared, recorded,
transferred, issued, sealed and cancelled certificates of stock as required by
the transactions of the Corporation and its shareholders.  The Secretary shall
attend to such other correspondence and shall perform such other duties as may
be incident to such office or as may be assigned to him by the Board of
Directors or the President.  The Secretary shall have custody of the seal of the
Corporation, shall have the authority to affix the same to any instrument, the
execution of which on behalf of the Corporation under its seal is duly
authorized, and shall attest the same by his signature whenever required.  The
Board of Directors may give general authority to any other officer to affix the
seal of the Corporation and to attest the same by his signature.

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

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

     6.12   DELEGATION OF AUTHORITY.  In the case of the absence of any officer
            ------------------------
of the Corporation or for any other reason that the Board of Directors may deem
sufficient, the Board of Directors may delegate, for the time being, any or all
of the powers or duties of such officer to any other officer or to any director.

                                 ARTICLE SEVEN
                                 CAPITAL STOCK

     7.1   STOCK CERTIFICATES.  Each shareholder shall be entitled to a
           -------------------
certificate representing the number of shares of capital stock of the


                                      -12-
<PAGE>
Corporation owned by such person.  The certificate shall be in such form as
approved by the Board of Directors of the Corporation.  Each certificate shall
be signed by the President or a Vice President and by the Secretary or an
Assistant Secretary and shall be sealed with the seal of the Corporation or a
facsimile thereof.  The signatures upon a certificate may be facsimiles.  In
case any officer who shall have signed or whose facsimile signature has been
placed upon a certificate shall have ceased to be such officer of the
Corporation before such certificate shall have been issued by the Corporation,
such certificate may nevertheless be issued as though the person who signed such
certificate had not ceased to be such officer.

     7.2   STOCK RECORDS.  Each certificate for shares of Stock in the
           --------------
Corporation shall be numbered or otherwise identified in the stock records of
the Corporation.  The Corporation shall keep stock records which shall show the
names and addresses of the persons to whom the shares are issued, with the
number of shares and date of issuance.

     7.3   STOCK TRANSFERS.  Transfers of shares of stock of the Corporation
           ----------------
shall be made on the stock transfer books of the Corporation only when
authorized by the person named in the certificate, or by his legal
representative, who shall furnish written evidence of such authority, or by his
attorney authorized by a duly executed power of attorney and filed with the
Corporation.  Such transfer shall be made only upon surrender of the certificate
therefore, or in the case of a certificate alleged to have been lost, stolen or
destroyed, upon compliance with the provisions of this Article and as may
otherwise be provided by statute.  The Corporation shall be entitled to
recognize the exclusive right of a person registered on its books 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 equitable or other claim to or
interest in such share or shares on the part of any other person, whether or not
it shall have express or other notice thereof, except as otherwise provided by
law.  No transfer shall be valid, except between the parties thereto, until such
transfer shall have been made upon the books of the Corporation as herein
provided. The Board of Directors shall have the power and authority to make such
other rules and regulations concerning the issue, transfer and registration of
certificates of the Corporation's stock as it may deem appropriate.

     7.4   RECORD DATES.  The Board of Directors may fix, in advance, a date as
           -------------
the record date for the purpose of determining shareholders entitled to notice
of, or to vote at, any meeting of shareholders or any adjournment thereof, or
shareholders entitled to receive payment of any dividend of other distribution
or allotment of any rights, or entitled to exercise any rights in respect of any
change, conversion or exchange of stock, or in order to make a determination of
shareholders for any other purpose.  Such date in any case shall not be more
than 70 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
determination of shareholders is to be taken.  Only those shareholders of record
on the dates so fixed shall be entitled to any of the foregoing rights,
notwithstanding the transfer of any such stock on the books of the Corporation
after any such record date fixed by the Board of Directors.

     7.5   TRANSFER AGENTS AND REGISTRARS.  The Corporation may have one or more
           -------------------------------
transfer agents and one or more registrars of its stock whose respective duties
the Board of Directors or Secretary may, from time to time, determine.  No
certificate of stock shall be valid until countersigned by a transfer agent, if


                                      -13-
<PAGE>
the Corporation has a transfer agent, or until registered by the registrar, if
the Corporation has a registrar.  The duties of transfer agent and registrar may
be combined.

     7.6   LOST CERTIFICATES.  The Corporation may issue a new certificate of
           ------------------
stock in place of any certificate previously issued and alleged to have been
lost, stolen or destroyed, and the Corporation may require the owner of the
lost, stolen or destroyed certificate, or his legal representative to give the
Corporation a bond sufficient to indemnify it against any claim that may be made
against it on account of the alleged loss, theft or destruction of any such
certificate or the issuance of such new certificate and any other conditions as
may otherwise be provided by statute.

                                ARTICLE EIGHT
                             GENERAL PROVISIONS

     8.1   REFERENCES.  Whenever in these Bylaws reference is made to an Article
           -----------
or Section number, such reference is to the number of an Article or Section of
the Bylaws.  Whenever in the Bylaws reference is made to the Bylaws, such
reference is to these Bylaws of the Corporation as the same may be amended from
time to time.  Whenever in the Bylaws reference is made to the Articles of
Incorporation, such reference is to the Articles of Incorporation of the
Corporation as the same may be amended from time to time.

     8.2   REFERENCE TO GENDER.  Whenever in the Bylaws reference is made to the
           --------------------
masculine gender, such reference shall where the context so requires be deemed
to include the feminine gender and the neuter gender, and the Bylaws shall be
read accordingly.

     8.3   LEGAL RESTRICTIONS.  All matters covered in these Bylaws shall be
           -------------------
subject to such restrictions as shall be imposed on the Corporation by
applicable state and federal statutes, rules and regulations.

     8.4   SEAL.  The seal of the Corporation shall be in such form as the Board
           -----
of Directors may determine from time to time. The seal may be used by causing it
or by facsimile thereof to be impressed or affixed or reproduced or otherwise.
If it is inconvenient to use such a seal at any time, the signature of the
Chairman of the Board, President, Secretary or an Assistant Secretary of the
Corporation, followed by the word "Seal" shall be deemed the seal of the
Corporation.

     8.5   FISCAL YEAR.  The fiscal year of the Corporation shall be fixed by
           ------------
resolution of the Board of Directors and may be changed from time to time.

     8.6   VOTING SHARES IN SUBSIDIARIES.  In the absence of other arrangements
           ------------------------------
by the Board of Directors, shares of stock issued by another corporation and
owned or controlled by the Corporation, whether in a fiduciary capacity or
otherwise, may be voted by the President of the Corporation or by such other
person as the Board of Directors by resolution shall so designate, and such
person may execute the aforementioned powers by executing proxies and written
waivers and consents on behalf of the Corporation.

     8.7   INSPECTION OF BOOKS.  The Board of Directors shall have the power to
           --------------------
determine which accounts and books of the Corporation, if any, shall be opened


                                      -14-
<PAGE>
to the inspection of shareholders, except such as may by statute be specifically
opened to inspection, and shall have the power to affix reasonable rules and
regulations not in conflict with the applicable statute for the inspection of
accounts and books which by statute or by the determination of the Board of
Directors shall be opened to inspection, and the shareholders' rights in this
respect are and shall be restricted and limited accordingly.

     8.8   CONTRACTS.  No contract or other transaction between Corporation and
           ----------
any other corporation, partnership or other entity shall be affected or
invalidated by the fact that a shareholder, director or officer of the
Corporation is a shareholder, director, partner or other officer of, or is
interested in, such other corporation, partnership or other entity, and no
contract or other transaction between Corporation and any other person shall be
affected or invalidated by the fact that a shareholder, director or officer of
the 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 such
shareholder, director or officer in such contract or other transaction or the
fact that such shareholder, director or officer is a shareholder, director,
officer, partner or other party of such other corporation, partnership, entity
or other person is known to the Board of Directors or is disclosed at the
meeting of the Board of Directors at which such contract or the transaction is
authorized.

     8.9   AMENDMENT OF BYLAWS.  These Bylaws may be altered, amended or
           --------------------
repealed, or new Bylaws adopted, pursuant to the provisions of the Articles of
Incorporation.

                                 ARTICLE NINE
                                INDEMNIFICATION

     9.1   INDEMNIFICATION.
           ----------------

     A.  Each person who is or was a director or officer of the Corporation, and
each person who is or was a director or officer of the Corporation who at
request of the Corporation 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 against those expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement which are allowed to be paid or reimbursed by the
Corporation under the laws of the State of Georgia and which are actually and
reasonably incurred in connection with any action, suit or proceeding, pending
or threatened, whether civil, criminal, administrative or investigative, in
which such person may be involved by reason of his being or having been a
director or officer of this Corporation or as an officer, director, partner,
agent, joint venturer or trustee of such other enterprise.

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


                                      -15-
<PAGE>
     C.  In any instance where the laws of the State of Georgia permit
indemnification or advancement of expenses to be provided to persons who are
or have been an officer or director the Corporation or who are or have been an
officer, director, partner, agent, joint venturer trustee of any such other
enterprise only on a determination that certain specified standards of conduct
have been met, upon application for indemnification, or advancement of expenses
by any such person the Corporation shall promptly cause such determination to
be made (i) by the Board of Directors by majority vote of a quorum consisting
of directors not at the time parties to such proceeding; (ii) if such a quorum
cannot be obtained, then by majority vote of a committee duly designated by the
Board of Directors (in which designation directors who are parties participate),
consisting solely of two (2) or more directors not at the time parties to such
proceeding; (iii) by special legal counsel selected by the Board of Directors
cannot be obtained under (i) and a committee cannot be designated under (ii),
selected by majority vote of the full Board of Directors (in which selection
directors who are parties participate); or (iv) by the shareholders, but shares
owned or voted under control of the directors who are at the time parties to
such proceeding may not be voted with respect to such determination.

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

     E.  The Corporation may purchase and maintain insurance on behalf of any
such persons, whether or not the Corporation would have the power to indemnify
such officers and directors against any liability under the laws of the State
of Georgia.  If any expenses or other amounts are paid by way of
indemnification, other than by court order, action by shareholders or by an
insurance carrier, the Corporation shall provide notice of such payment to the
shareholders in accordance with the provisions of the laws of the State of
Georgia.

     F.  The indemnification and advancement of expenses provided in this
Article shall not b deemed exclusive of any other rights, in respect to
indemnification or otherwise, to which the persons seeking indemnification or
advancement of expenses may be entitled under any bylaws, resolution, agreement,
statute or otherwise.

     G.  The rights to indemnification and advancement of expenses provided by
this Article shall be deemed a contract between the Corporation and each such
person and any modification or repeal of this Article shall not affect any right
or obligation then existing with respect to any stated fact then or previously
existing or any action, or proceeding previously or thereafter brought or
threatened based in whole or in part of any such state of facts.  Such contract
right may not be modified or repealed without consent of each such person.  The
rights to indemnification and advancement of expenses provided by this Article
shall continue to a person entitled to indemnification and advancement of
expenses provided by this Article shall continue to a person entitled to
indemnification hereunder who has ceased to be a director or office and shall
inure to the benefit of the heirs, executors, or administrators of each such
person.

     H.  Notwithstanding anything contained herein to the contrary, Article 8
is intended to provide indemnification to each director and officer of the
Corporation to the fullest extent authorized by the Code, as the same exists or


                                      -16-
<PAGE>
may hereafter be amended (but, in the case of any such amendment, only to the
extent that such amendment permits the Corporation to provide broader rights
than said statute permitted the Corporation to provide prior thereto).


                                      -17-
<PAGE>