Exhibit
3.2  BYLAWS  OF  COASTAL
CAROLINA BANCSHARES, INC.  AS
AMENDED THROUGH  MARCH 25, 2009  ARTICLE
I.  OFFICE  The principal office of the
Corporation shall be located in the City of Myrtle Beach, County of Horry,
State of South Carolina.  The Corporation
may have such other offices, either within or without the State of South
Carolina, as the Board of Directors may designate or as the business of the
Corporation may require from time to time.  The registered office of the
Corporation required by the South Carolina Business Corporation Act of 1988 to
be maintained in the State of South Carolina may be, but need not be, identical
with the principal office of the Corporation, and the address of the registered
office may be changed from time to time by the Corporation.  ARTICLE
II.  STOCKHOLDERS  Section 1.  Annual
Meeting.  The annual
meeting of the stockholders shall be held on the fourth Wednesday of May in
each year for the purpose of electing directors and for the transaction of such
other business as may come before the meeting. 
The exact time and place of the annual meeting shall be determined by
the Board of Directors.  Section 2.  Substitute
Annual Meeting.  If the
annual meeting shall not be held on the date designated by these Bylaws, a
substitute annual meeting may be called in accordance with the  1


provisions of Section 5 of this
Article.  A meeting so called shall be
designated and treated for all purposes as the annual meeting.  Section 3.  Special
Meetings.  Except as
otherwise provided by law, special meetings of the stockholders may be called
only by the President, or by the Chairman of the Board of Directors, or by a
majority of the Board of Directors. 
Business transacted at a special meeting shall be confined to the
specific purpose or purposes of the persons authorized to request such special
meeting and only such purpose or purposes shall be set forth in the notice of
such meeting.  Section 4.  Place
of Meeting.  The Board of
Directors may designate any place, either within or without the State of South
Carolina, as the place of meeting for any annual meeting or for any special
meeting.  A waiver of notice signed by
all stockholders entitled to vote at a meeting may designate any place, either
within or without the State of South Carolina, as the place for holding such
meeting.  If no designation is made, the
place of meeting shall be the principal office of the Corporation in the State
of South Carolina.  Section 5.  Notice
of Meeting.  Notice of the
date, time and place of each annual and special meeting shall be given no fewer
than 10 nor more than 60 days before the date of the meeting.  Such notice shall be given in writing unless
oral notice is reasonable under the circumstances.  Notice may be communicated in person, by
telephone, telegraph, teletype or other form of wire or wireless communication
or by mail or private carrier or any other lawful means, by or at the direction
of the President, or the Secretary, or the officer or persons calling the
meeting, to each stockholder 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  2


stockholder at his address as it appears on
the stock transfer books of the Corporation, with postage thereon prepaid.  In the case of an annual or
substitute annual meeting, the notice of meeting need not specifically state
the business to be transacted thereat. 
In the case of a special meeting, the notice of meeting shall state the
purpose or purposes for which the meeting is called.  When a meeting is adjourned,
it is not necessary to give any notice of the adjourned meeting other than by
announcement at the meeting at which the adjournment is taken.  If a new record date for the adjourned
meeting is or must be fixed, however, notice of the adjourned meeting must be
given to persons who are stockholders as of the new record date.  Section 6.  Fixing
of Record Date.  For the
purpose of determining stockholders entitled to notice of a stockholders
meeting and/or to vote or to take any other action, or stockholders entitled to
receive a distribution, or in order to make a determination of stockholders for
any other proper purpose, the Board of Directors of the Corporation may fix a
future date as the record date, such date in any case to be not more than 70
days before the meeting or action date requiring such determination of
stockholders.  If no record date is fixed
for the determination of stockholders entitled to notice of or to vote at a
meeting of stockholders, or stockholders entitled to receive a distribution,
the close of business on the day before the first notice of the meeting is
delivered to stockholders or the date on which the Board of Directors
authorizes such distribution, as the case may be, shall be the record date for
such determination of stockholders.  When
a determination of stockholders entitled to notice of or to vote at any meeting
of stockholders has been made as provided in this section, such determination
shall apply to any  3


adjournment thereof unless the board of
directors fixes a new record date which it must do if the meeting is adjourned
to a date more than 120 days after the date fixed for the original meeting.  Section 7.  Stockholders
Lists.  After fixing a
record date for a meeting, the officer or agent having charge of the stock
transfer books shall prepare a list of stockholders entitled to notice of the
meeting, arranged in alphabetical order, showing the address of, and the number
of shares held by, each such stockholder. 
The list must be arranged by voting group and within each voting group
by class or series of shares.  The list
shall be available for inspection by any stockholder from the date notice of
the meeting to which it pertains is first given and continuing through the
meeting at the Corporations principal office or a place identified in the
meeting notice in the city where the meeting is to be held.  Any stockholder, his agent or attorney, shall
be entitled on written demand to inspect and, subject to the requirements of Section 33-16-102
of the South Carolina Business Corporation Act of 1988, or any successor
thereto, as amended from time to time, to copy the list, during regular
business hours and at his expense, during the period it is available for
inspection.  The list shall also be
available at the meeting and any stockholder, his agent or attorney shall be
entitled to inspect the list at any time during the meeting or any adjournment.  The Corporations original
stock transfer books shall be prima facie evidence as to who are the
stockholders entitled to examine such list or to receive notice of or vote at
any meeting of stockholders.  Section 8.  Quorum.  Except as otherwise provided by law or the
Corporations Articles of Incorporation, a majority of the votes entitled to be
cast on a matter by a voting group, represented in person or by proxy, shall
constitute a quorum of that voting group for action on  4


that matter. 
If less than a majority of the outstanding shares are represented at a
meeting, a majority of the shares so represented may adjourn the meeting from
time to time.  No further notice shall be
required for an adjourned meeting unless a new record date is or must be fixed
for such meeting.  At such adjourned meeting
at which a quorum shall be present or represented, any business may be transacted
which might have been transacted at the meeting as originally notified.  Once a share is represented for any purpose
at a meeting, it shall be considered present for quorum purposes for the
remainder of the meeting and for any adjournment of that meeting unless a new
record date is or must be fixed for the adjourned meeting.  Shares entitled to vote as a separate voting
group may take action on a matter only if a quorum of those shares exists with
respect to that matter.  Action may be
taken by one voting group on a matter even though no action is taken by another
voting group entitled to vote on the matter.  Section 9.  Proxies.  A stockholder may vote his shares in person
or by proxy.  A stockholder may appoint a
proxy to vote or otherwise act for him, including giving waivers and consents,
by signing an appointment form, either in person or by his attorney in
fact.  An appointment of a proxy shall be
effective when received by the Secretary of the Corporation or other officer or
agent authorized to tabulate votes.  Section 10.  Voting
of Shares.  Except as
otherwise provided by law or the Corporations Articles of Incorporation, each
outstanding share of the Corporation regardless of class shall be entitled to
one vote upon each matter submitted to a vote at a meeting of stockholders.  If a quorum exists, action
on a matter (other than the election of directors) by a voting group shall be
approved if the votes cast within the voting group favoring such action exceed
the  5


votes cast opposing such action unless a
greater number of affirmative votes is required by law or the Articles of
Incorporation of the Corporation.  Section 11.  Informal
Action by Stockholders. 
Any action required or permitted to be taken at a meeting of the
stockholders, including the annual meeting, may be taken without a meeting if
the action is taken by all the stockholders entitled to vote on the
action.  The action must be evidenced by one
or more written consents describing the action taken, signed by all the
stockholders entitled to vote on the action, and delivered to the Corporation
for inclusion in the minutes or filing with the corporate records.  Such written consents may be executed in one
or more counterparts.  Section 12.  Conduct
of Meetings.  Meetings of
stockholders shall be presided over by the Chairman of the Board or, in the
absence of the Chairman of the Board, the President or in the absence of the
President, a chairman designated by the Board of Directors or, in the absence
of such designation, by a chairman chosen at the meeting by the vote of a
majority in interest of the stockholders present in person or represented by
proxy and entitled to vote thereat.  The
Secretary or, in the Secretarys absence, an Assistant Secretary or, in the
absence of the Secretary and all Assistant Secretaries, a person whom the
chairman of the meeting shall appoint, shall act as secretary of the meeting
and keep a record of the proceedings thereof.  The Board of Directors shall
be entitled to make such rules, regulations and procedures for the conduct of
meetings of stockholders as it shall deem necessary, appropriate or
convenient.  Subject to such rules,
regulations and procedures of the Board of Directors, if any, the chairman of
the meeting shall have the right and authority to prescribe such rules,
regulations and procedures and to do all such acts as, in the judgment of such
chairman, are necessary,  6


appropriate or convenient for the proper
conduct of the meeting, including, without limitation, establishing (a) an
agenda or order of business for the meeting, (b) rules, regulations and
procedures for maintaining order at the meeting and the safety of those
present, (c) limitations on participation in such meeting to stockholders
of record of the Corporation and their duly authorized and constituted proxies
and such other persons as the chairman shall permit, (d) restrictions on
entry to the meeting after the time fixed for the commencement thereof, (e) limitations
on the time allotted to questions or comments by participants and (f) rules,
regulations and procedures governing the opening and closing of the polls for
balloting and matters which are to be voted on by ballot.  Unless and to the extent determined by the
Board of Directors or the chairman of the meeting, meetings of stockholders
shall not be required to be held in accordance with rules of parliamentary
procedure.  Section 13.  Nominations
by Stockholders and Stockholder Proposals  Annual Meeting.
Nominations of persons for election to the Board of Directors and the proposal
of business to be considered by the stockholders may be made at an annual
meeting of stockholders (a) by or at the direction of the Board of Directors
or (b) by any stockholder of the Corporation who was a stockholder of
record at the time of giving of notice by such stockholder provided for in this
Section, who is entitled to vote at the meeting and who complied with the
notice procedures set forth below in this Section.  For nominations or other business to be properly brought before an
annual meeting by a stockholder pursuant to clause (b) of the foregoing
paragraph of this Section 13, the stockholder must have given timely
notice thereof in writing to the Secretary of the Corporation.  To be timely, a stockholders notice shall be
delivered to and received by the Secretary at the principal  7


office of the Corporation not less than 120 days prior to the first
anniversary of the date of the proxy statement sent to stockholders in
connection with the preceding years annual meeting; provided, however, that if
the date of the annual meeting is advanced by more than 30 days or delayed by
more than 60 days from the anniversary date of the preceding years annual
meeting, or in the case of the first annual meeting of stockholders, notice by
the stockholder to be timely must be so delivered not later than the close of
business on the later of (i) the 120thday prior to
such annual meeting or (ii) the 10thday following
the day on which public announcement of the date of such meeting is first made.  Notwithstanding anything in the second sentence of the preceding
paragraph to the contrary, if the number of directors to be elected to the
Board of Directors is increased and there is no public announcement naming all
of the nominees for director or specifying the size of the increased Board of
Directors made by the Corporation at least 120 days prior to the first
anniversary of the date of the proxy statement sent to stockholders in
connection with the preceding years annual meeting, a stockholders notice
required by this Bylaw shall also be considered timely, but only with respect
to nominees for any new positions created by such increase, if it shall be
delivered to and received by the Secretary at the principal office of the
Corporation not later than the close of business on the 10thday following the day on which such public
announcement is first made by the Corporation.  Such stockholders notice shall set forth (a) as to each person
whom the stockholder proposes to nominate for election or reelection as a
director all information relating to such person that is required to be
disclosed in solicitations of proxies for election of directors, or is
otherwise required, in each case pursuant to Regulation 14A under the
Securities Exchange Act  8


of 1934, as amended (the Exchange Act) (including such persons written
consent to being named in the proxy statement as a nominee and to serving as a
director if elected) and a description of all arrangements and understandings
between the nominating stockholder and the nominee or any other person (naming
such person) relating to the nomination; (b) as to any other business that
the stockholder proposes to bring before the meeting, a brief description of
the business desired to be brought before the meeting, the reasons for
conducting such business at the meeting and any material interest in such
business of such stockholder and the beneficial owner, if any, on whose behalf
the proposal is made; (c) as to the stockholder giving the notice and the
beneficial owner, if any, on whose behalf the nomination or proposal is made (i) the
name and address of such stockholder, as they appear on the Corporations
books, and of such beneficial owner and (ii) the class and number of
shares of the Corporation which are owned beneficially and of record by such
stockholder and such beneficial owner.  Only such persons who are nominated in accordance with the procedures
set forth in these Bylaws shall be eligible to serve as directors and only such
business shall be conducted at an annual meeting of stockholders as shall have
been brought before the meeting in accordance with the procedures set forth in
this Section.  The chairman of the
meeting shall have the power and duty to determine whether a nomination or any
business proposed to be brought before the meeting was made in accordance with
the procedures set forth in this Section and, if any proposed nomination
or business is not in compliance with this Section, to declare that such
defective proposal shall be disregarded.  For purposes of this Section, public announcement shall mean disclosure
in a press release reported by the Dow Jones News Service, Associated Press or
comparable national news  9


service, or in a document mailed to all stockholders of record.  Section 14. Nominations at Special
Meetings.  Directors are
to be elected at a special meeting of stockholders only (a) if the Board
of Directors so determines or (b) to fill a vacancy created by the removal
of a director at such special meeting. 
Nominations of persons for election to the Board of Directors may be
made at a special meeting of stockholders at which directors are to be elected (a)
by or at the direction of the Board of Directors or (b) by any stockholder
of the Corporation who was a stockholder of record at the time of giving of
notice by such stockholder provided for in this Section, who is entitled to
vote at the meeting and who complied with the notice procedures set forth below
in this Section.  Nominations by a stockholder of persons for election to the Board of Directors
may be made at such a special meeting of stockholders at which directors are to
be elected if the stockholders notice required by the fourth paragraph of Section 13
of Article II of these Bylaws shall be delivered to and received by the
Secretary of the Corporation at the principal office of the Corporation not
earlier than the 120thday prior to such special meeting and not
later than the close of business on the later of the 90thday prior to such special meeting or the 10thday following the day on which public
announcement (as defined in Section 13 of Article II of these Bylaws)
is first made of the date of the special meeting and of the nominees proposed
by the Board of Directors to be elected at such meeting.  Only such persons who are nominated in accordance with the procedures
set forth in these Bylaws shall be eligible to serve as directors and only such
business shall be conducted at a special meeting of stockholders as shall have
been brought before the meeting in accordance with the procedures set forth in Section 3
of this Article II.  The chairman of
the meeting shall have  10


the
power and duty to determine whether a nomination or any business proposed to be
brought before the special meeting was made in accordance with the procedures
set forth in this Section and, if any proposed nomination or business is
not in compliance with this Section, to declare that such defective proposal
shall be disregarded.  ARTICLE III.  BOARD OF DIRECTORS  Section 1.  General
Powers.   The business and
affairs of the Corporation shall be managed under the direction of its Board of
Directors.  Section 2.  Number,
Tenure and Qualifications.  
The number of directors of the Corporation shall be not less than 10 and
not more than 25 as determined from time to time by the Board of
Directors.   Directors need not be residents
of the State of South Carolina, but each director of the Corporation shall at
all times during tenure as a director own at least 5,000 shares of the
Corporations common stock.  Section 3.  Regular
Meetings.  A regular
meeting of the Board of Directors shall be held without other notice than this
bylaw immediately after, and at the same place as, the annual meeting of the
stockholders.  The Board of Directors may
provide, by resolution, the time and place, either within or without the State
of South Carolina, for the holding of additional regular meetings.  Section 4.  Special
Meetings.  Special
meetings of the Board of Directors may be held at any time and place upon the
call of the Chairman of the Board of Directors or of the President or of any
director.  Special meetings may be held
at any time and place and without special notice by unanimous consent of the
directors or such meetings may be held by telephone or teleconference.  11


Section 5.  Notice.  Notice of the time, date and place of any
special meeting shall be given at least two days previously thereto.  Such notice shall be given in writing unless
oral notice is reasonable under the circumstances.  Notice may be communicated in person, by
telephone, telegraph, teletype or other form of wire or wireless communication
or by mail or private carrier or any other lawful means.  A directors attendance at or participation
in a meeting shall constitute a waiver of notice of such meeting, unless the
director at the beginning of the meeting (or promptly upon his arrival) objects
to holding the meeting or transacting business at the meeting and does not
thereafter vote for or assent to action taken at the meeting.  Notice of an adjourned meeting need not be
given if the time and place are fixed at the meeting adjourning.  Section 6.  Quorum.  A majority of the number of directors
determined by the Board of Directors as provided in Section 2 of this Article III
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
without further notice.  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 the Board of Directors, except as otherwise provided in
this Section or in the following Section 8.  The
creation of a committee and the appointment of members to it must be approved
by the greater of (i) a majority of all the directors in office when the
action is taken or (ii) the majority of the number of directors fixed as
provided in Section 2 of this Article III.  Section 8.  Vacancies.  Except as otherwise expressly required by the
provisions of the South Carolina Business Corporation Act of 1988 or successor
thereto, as amended from time to  12


time, or the Corporations
Articles of Incorporation, any vacancy occurring in the Board of Directors may
be filled by the affirmative vote of a majority of the remaining directors
though less than a quorum of the Board of Directors.  A director elected to fill a vacancy shall
hold office only until the next stockholders meeting at which directors are
elected and until a successor shall be elected and qualified.  Section 9.  Informal
Action by Directors. 
Action required or permitted to be taken at a meeting of the Board of
Directors may be taken without a meeting if the action is assented to by all
members of the Board of Directors.  Section 10.  Order
of Business.  The regular
order of business at a meeting of the Board of Directors shall be as follows:  1.             Reading and disposal of any
unapproved minutes.  2.             Reports of officers.  3.             Unfinished business.  4.             New business.  5.             Adjournment.  Section 11.  Committees.  The Board of Directors then in office may
create one or more committees of the Board of Directors and appoint only
members of the Board of Directors to serve on them.  Each committee must have two or more
members.  To the extent specified by the
Board of Directors, between meetings of the Board of Directors and subject to
such limitations as may be required by law, the Corporations Articles of Incorporation,
these Bylaws or imposed by resolution of the Board of Directors, such
committees may exercise all of the authority of the Board of Directors in the
management of the Corporation.  The
creation of, delegation of  13


authority to or action by a
committee shall not alone constitute compliance by a director with the
standards of conduct prescribed by the South Carolina Business Corporation Act
of 1988.  Meetings
of a committee may be held at any time on call of the President or of any member
of the committee.  A majority of the
members shall constitute a quorum for all meetings.  Committees shall keep minutes of their
proceedings and submit them to the next succeeding meeting of the Board of
Directors for inclusion in the minute book.  Section 12.Compensation.  The Board of Directors may authorize payment
to all directors of a uniform fixed sum for attendance at each meeting or a
uniform stated annual or monthly fee for serving as director.  Directors who are also salaried officers of the
Corporation shall not receive additional compensation for service as
directors.  The Board of Directors may
also authorize the payment of, or reimbursement for, all reasonable expenses of
each director related to such directors attendance at meetings.  ARTICLE IV.  OFFICERS  Section 1.  Number.  The officers of the Corporation shall be a
Chairman of the Board of Directors, a President, a Treasurer, a Secretary, and
one or more Vice Presidents if and when such Vice President(s) shall be
deemed necessary or desirable by the Board of Directors, and such other
officers and assistant officers as the Board of Directors shall deem necessary
or desirable.  Any two or more offices
may be held by the same person, and an officer may act in more than one
capacity where action of two or more officers is required.  Section 2.  Appointment
of Officers.  The officers
of the Corporation shall be appointed annually by the Board of Directors at the
first meeting of the Board of Directors held after each  14


annual meeting of the
stockholders or at such time or times as the Board of Directors shall
determine.  Section 3.  Removal.  Any officer or agent appointed by the Board
of Directors may be removed by the Board of Directors, with or without cause,
whenever in its judgment the best interests of the Corporation would be served
thereby, but such removal shall be without prejudice to the contract rights, if
any, of the person so removed.  Section 4.  Vacancies.  A vacancy in an office because of death,
resignation, removal, disqualification or otherwise, may be filled for the
unexpired portion of the term by a person appointed by the Board of Directors.  Section 5.  Chairman
of the Board.  The
Chairman of the Board shall be chosen by and from among the directors, shall
preside at all meetings of the Board of Directors and of the stockholders if
present, and shall, in general, perform all duties incident to the office of
Chairman of the Board and such other duties as, from time to time, may be
assigned to him by the Board of Directors.  Section 6.  President.  The President shall be the chief executive
officer of the Corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the Corporation.  He shall,
when present, and in the absence of the Chairman of the Board, preside at
meetings of the stockholders and of the Board of Directors.  He may sign, with the Secretary or any other
proper officer of the Corporation thereunto authorized by the Board of
Directors, certificates for shares of the Corporation and any deeds, mortgages,
bonds, contracts or other instruments which the Board of Directors has
authorized to be executed, except in cases where the signing and execution
thereof shall be  15


expressly delegated by the
Board of Directors or by these Bylaws to some other officer or agent of the
Corporation, or shall be required by law to be otherwise signed or executed;
and in general shall perform all duties incident to the office of President and
such other duties as may be prescribed by the Board of Directors from time to
time.   He may vote on behalf of the
Corporation the stock of any other corporation owned by the Corporation.  The President may delegate his authority to
vote stock on behalf of the Corporation and such delegation of authority may be
either general or specific.  Section 7.  Vice
Presidents.  Each Vice
President (if and when appointed) shall familiarize himself with the affairs of
the Corporation, and shall have such powers and perform such duties as may be
prescribed from time to time by the President, the Chairman of the Board or the
Board of Directors.  At the request of
the President, or, in the event of the absence or disability of the President,
at the request of the Board of Directors, the Chairman of the Board or the
President, any Vice President may act temporarily in the place of the President
and when so acting shall possess all the powers of and perform all the duties
of that officer.  Section 8.  Secretary.  The Secretary shall:  (a)  keep the minutes of the
stockholders and of the Board of Directors and its Committees, if any,
meetings in one or more books provided for that purpose;  (b) see that all notices are duly given
in accordance with the provisions of these Bylaws or as required by law;  (c)  be custodian of the corporate
records and of the seal of the Corporation and see that the seal of the
Corporation is affixed to all documents the execution of which on behalf of the
Corporation under its seal is duly 
authorized;  (d)  keep a
register of the post office address of each stockholder which shall be
furnished to the Secretary by such stockholder; (e) sign with the President,
or a Vice President, certificates for shares of the  16


Corporations stock, the
issuance of which shall have been authorized by resolution of the Board of
Directors;  (f) have general charge
of the stock transfer books of the Corporation; (g) authenticate records
of the Corporation when such authentication is required; and (h) in
general perform all duties incident to the office of the Secretary and such
other duties as from time to time may be assigned to him by the President, the
Chairman of the Board or the Board of Directors.  Section 9.  Treasurer.  The Treasurer shall:  (a) have charge and custody of and be
responsible for all funds and securities of the Corporation, receive and give
receipts for moneys due and payable to the Corporation from any source
whatsoever, and deposit all such moneys in the name of the Corporation in such
banks, trust companies or other depositaries as shall be selected in accordance
with the provisions of Article V of these Bylaws;  and (b)  in general perform all of the
duties incident to the office of Treasurer and such other duties as from time
to time may be assigned to him by the President, the Chairman of the Board or
the Board of Directors.  Section 10.  Compensation.  The compensation of the officers shall be
fixed from time to time by the Board of Directors and no officer shall be
prevented from receiving compensation by reason of the fact that he is also a
director of the Corporation.  Section 11.  Bonds.  Any or all officers and agents shall,
respectively, if required by the Board of Directors, give bonds for the
faithful discharge of their duties in such sums and with such sureties as the
Board of Directors shall determine.  17


ARTICLE V.  CONTRACTS, LOANS, CHECKS AND DEPOSITS  Section 1.  Contracts.  The Board of Directors may authorize any
officer or officers or agent or agents to enter into any contract or execute
and deliver any instruments in the name and on behalf of the Corporation, and
such authority may be general or confined to specific instances.  Section 2.  Loans.  Except for loans which are incurred in the
ordinary course of business, no loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors.  Such authority may be general or confined to
specific instances.  Section 3.  Checks
and Drafts.  All checks,
drafts or other orders for the payment of money, notes or other evidences of
indebtedness issued in the name of the Corporation shall be signed by such
officer or officers or agent or agents of the Corporation and in such manner as
shall from time to time be determined by resolution of the Board of Directors.  Section 4.  Deposits.  All funds of the Corporation not otherwise
employed shall be deposited from time to time to the credit of the Corporation
in such banks, trust companies or other depositaries as the Board of Directors
may select.  18


ARTICLE VI.  CERTIFICATES FOR SHARES AND THEIR TRANSFER  Section 1.  Certificates
for Shares.  Certificates
representing shares of the Corporations stock shall be in such form as shall
be determined by the Board of Directors. 
Such certificates shall be signed by, or bear the facsimile signature
of, the President or Vice President and the Secretary or an Assistant Secretary
and may be sealed with a corporate seal or a facsimile thereof.  All certificates for shares shall be
consecutively numbered or otherwise identified. 
The name and address of the person to whom the shares represented
thereby are issued, with the number of shares and date of issue, shall be entered
on the stock transfer books of the Corporation. 
All certificates surrendered to the Corporation for transfer shall be
canceled and no new certificate shall be issued until the former certificate
for a like number of shares shall have been surrendered and canceled, except
that in case of a lost, destroyed or mutilated certificate a new one may be
issued therefor upon such terms and indemnity to the Corporation as the Board
of Directors may prescribe.  Section 2.  Transfer
of Shares.  Transfer of
shares of the Corporation shall be made only (a) on the stock transfer
books of the Corporation by the holder of record thereof or by his legal
representative, who shall furnish proper evidence of authority to transfer, or
by his attorney thereunto authorized by power of attorney duly executed and filed
with the Secretary of the Corporation, and (b) on surrender for
cancellation of the certificate for such shares.  The person in whose name shares stand on the
books of the Corporation shall be deemed by the Corporation to be the owner
thereof for all purposes.  19


ARTICLE VII.  FISCAL YEAR  The
fiscal year of the Corporation shall begin on January 1 of each calendar
year unless otherwise determined by the Board of Directors.  ARTICLE VIII.  DISTRIBUTIONS  The
Board of Directors may from time to time authorize, and the Corporation may
make, distributions to its stockholders in the manner and upon the terms and
conditions provided by law and its Articles of Incorporation.  ARTICLE IX.  SEAL  The
Board of Directors may provide a corporate seal which may be circular in form
and shall have inscribed thereon the name of the Corporation and the word
Seal.  ARTICLE X.  WAIVER OF NOTICE  Whenever
any notice is required to be given to any stockholder or director of the
Corporation under the provisions of the South Carolina Business Corporation Act
of 1988, or successor thereto, as amended from time to time, or under the
provisions of the Articles of Incorporation or Bylaws of the Corporation, a
waiver thereof in writing, signed by the person or persons entitled to such
notice, whether before or after the time stated therein, and delivered to the
Corporation for inclusion or filing with the minutes or corporate records,
shall be equivalent to the giving of such notice.  20


ARTICLE XI.  INDEMNIFICATION  Section 1.  Authority.  The Corporation shall to the fullest extent
permitted by the South Carolina Business Corporation Act of 1988, or successor
thereto, as amended from time to time, indemnify all persons whom it may
indemnify pursuant thereto so long as such persons have conducted themselves in
good faith and reasonably believed their conduct not to be opposed to the
Corporations best interests.  Section 2.  Insurance.
 The Corporation may purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the Corporation, or who, while a director, officer,
employee or agent of the Corporation is or was serving at the request of the
Corporation as a director, officer, partner, trustee, employee or agent of
another corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise against liability asserted against or  incurred by him in that capacity or arising
from his status as such, whether or not the Corporation would have the power to
indemnify him against the same liability under Sections 33-8-510 and 33-8-520
of the South Carolina Business Corporation Act of 1988, or successor thereto,
as amended from time to time.  ARTICLE XII.  AMENDMENTS  These
Bylaws may be amended or repealed and new Bylaws may be adopted by the Board of
Directors or the stockholders.  Any
notice of a meeting of stockholders at which these Bylaws are to be amended or
repealed or new Bylaws adopted shall include notice of such proposed action.  21