**EXHIBIT
      3.3**








BYLAWS
      OF


GREATER
      COMMUNITY BANCORP


As
      Amended and Restated


Effective
      November 21, 2006







ARTICLE
      I


OFFICES





1.  Registered
      Office and Agent. The
      Corporation shall maintain a Registered Office as required by the New Jersey
      Business Corporation Act, as amended from time to time (the "Act"), at a
      location in the State of New Jersey designated by the Board of Directors from
      time to time. In the absence of a contrary designation by the Board of
      Directors, or in the event of the resignation of the Corporation's designated
      Registered Agent leaving a vacancy which is not filled by the Board of
      Directors, the Corporation's Registered Office shall be located at its Principal
      Office.





The
      Corporation shall maintain a Registered Agent who shall have a business office
      at the Corporation's Registered Office. The Registered Agent shall be designated
      by the Board of Directors from time to time to serve at its pleasure. In the
      absence of a contrary designation by the Board of Directors, or in the event
      of
      the resignation of the Corporation's designated Registered Agent leaving a
      vacancy which is not filled by the Board of Directors, the Corporation's
      Registered Agent shall be the Treasurer of the Corporation.





2.  Principal
      Place of Business. The
      principal place of business of the Corporation is 55 Union Boulevard, Totowa,
      New Jersey 07512.





3.  Other
      Places of Business. Branch
      or subordinate places of business or offices may be established at any time
      by
      the Board at any place or places where the Corporation is qualified to do
      business.







ARTICLE
      II


SHAREHOLDERS





1.  Annual
      Meeting. The
      annual meeting of Shareholders shall be held upon not less than ten (10) nor
      more than sixty (60) days written notice of the time, place and purposes of
      the
      meeting at 12:00 p.m. on the fourth Tuesday of the month of April of each year
      at the principal place of business of the corporation or such other time and
      place as shall be specified in the notice of meeting, in order to elect
      directors and transact such other business as shall come before the meeting.
      If
      that date is a legal holiday, the meeting shall be held at the same hour on
      the
      next succeeding business day.





2.  Special
      Meeting. A
      special meeting of the Shareholders may be called for any purpose by a majority
      of the Board. A special meeting shall be held at the principal business office
      of the Corporation or at such other place as shall be specified in the notice
      of
      meeting. Special meetings shall be called upon written notice of the time,
      place, and purposes of the meeting given not less than ten (10) nor more than
      sixty (60) days prior to the date of the meeting.





3.  Quorum. The
      presence at a meeting in person or by proxy of the holders of shares entitled
      to
      cast a majority of the votes shall constitute a quorum, except where a greater
      number is required by law.







ARTICLE
      III


BOARD
      OF DIRECTORS





1.  Number
      and Term of Office. The
      Board shall consist of not less than five (5) nor more than fifteen (15) members
      as set from time to time by the Board of Directors. The Directors shall be
      divided into three (3) classes, to consist, as nearly as may be, of one third
      ( a )
      of the
      number of Directors then constituting the whole Board. The number
      of





Directors
      currently serving on the date of adoption of these Bylaws is eight (8). Each
      shall serve until the expiration of their current term. At each annual meeting,
      the class of Directors elected shall be for a full three (3) year term. Newly
      elected Directors shall be designated to the class consisting of the lesser
      one
      third ( a )
      with an
      appropriate expiration date. Consistent with the foregoing, the number and
      terms
      of office of Directors to be elected at any particular annual meeting of
      Shareholders of the Corporation shall be fixed by the Board of Directors at
      a
      meeting of the Board held not more than one hundred twenty (120) days prior
      to
      the annual meeting of Shareholders (i.e. if the annual meeting is to be held
      in
      April, the number and terms of office of Directors to be elected shall be
      designated in January of the given year). In addition, between annual meetings
      of Shareholders the Board of Directors shall have authority to increase the
      number of Directors by not more than two (2) members, and to fill the vacancies
      created by such increase, in which event the terms of the Directors filling
      such
      vacancies shall be fixed in such manner as to result in each class consisting,
      as nearly as may be, of one-third (1/3) of the Directors then constituting
      the
      whole Board as so increased. Each Director elected by the Shareholders shall
      hold office until the expiration of the term for which such Director is elected
      and until such Director's successor shall have been elected and qualified.
      (See
      Section 6 of Article III of these Bylaws regarding the office of a Director
      elected by the Board of Directors.)





2.  Regular
      Meetings. A
      regular meeting of the Board shall be held without notice on the fourth Tuesday
      of April at approximately 4:00 p.m. at the principal office of the Corporation,
      or at such other place as the annual meeting of Shareholders shall have been
      held, immediately following the close of the annual meeting of Shareholders
      referred to in Article II, Section 1 of the Bylaws, or at such other time and
      place as may be specified in a notice given orally or in writing at least two
      (2) days prior to such meeting, for the purposes of electing officers and
      conducting such other business as may come before the meeting. In the event
      that
      the annual meeting of Shareholders is adjourned for any reason beyond the date
      set forth in Article II, Section 1, of these Bylaws, then the annual meeting
      of
      directors shall also be adjourned for the same number of days. The Board, by
      resolution, shall provide the schedule of additional regular meetings which
      may
      be held without notice, except to members not present at the time of the
      adoption of the resolution.





3.  Special
      Meetings. A
      special meeting of the Board may be called at any time by the Chairman or the
      President or by any three (3) directors for any purpose. Such meeting shall
      be
      held upon three (3) days' notice if given orally (either by telephone or in
      person) or by telegraph, or upon five (5) days' notice if given by depositing
      the notice in the United States mails, postage prepaid. Such notice shall
      specify the time and place of the meeting.





4.  Action
      Without Meeting. The
      Board may act without a meeting if, prior or subsequent to such action, each
      member of the Board shall consent in writing to such action. Such written
      consent or consents shall be filed in the minute book.





5.  Quorum. A
      majority of the entire Board shall constitute a quorum for the transaction
      of
      business.





6.  Vacancies
      In Board of Directors. Any
      vacancy in the Board, including a vacancy caused by an increase in the number
      of
      directors, may be filled by the affirmative vote of a majority of the remaining
      directors, even though less than a quorum of the Board, or by a sole remaining
      director. Each Director elected by the Board of Directors to fill any vacancy
      shall hold office only until the next annual meeting of Shareholders, at which
      time the Shareholders will elect such Director's successor for the succeeding
      term or, if applicable, for the remaining portion of the full term of the
      Director so elected to the Board.





7.  Executive
      Committee. There
      shall be a standing committee known as the Executive Committee, whose membership
      shall be comprised of the Chairman of the Board, who shall also be Chairman
      of
      the Committee, the President of the Corporation, and such number of additional
      members as shall be recommended by the Chairman and approved by the Board of
      Directors. The Board of Directors may at any time change the membership of,
      and/or increase or decrease the number of additional members of, and/or fill
      vacancies on, the Committee. Unless otherwise provided by resolution of the
      Board of Directors, the Executive Committee shall have and may exercise the
      powers of the Board of Directors in the management of the business and the
      affairs of the Corporation, except that unless provided by a resolution of
      a
      majority of the whole Board of Directors, the Executive Committee shall not
      be
      authorized to declare any dividends to stockholders, elect officers of the
      Corporation, fill vacancies in the Board of Directors, the Executive Committee
      or any other committee of the Board of Directors, amend these bylaws or take
      any
      other action which under these bylaws or applicable law must be taken only
      by a
      vote of a majority of the entire Board of Directors. All actions of the
      Executive Committee shall be reported to the Board of Directors at the meeting
      of such next succeeding the taking of such action.





8.  Audit
      Committee .
      The
      Audit Committee is comprised of three solely independent members of the Board
      of
      Directors appointed by the Board upon the recommendation of the Nominating
      and
      Corporate Governance Committee. The Board of Directors, on an annual basis,
      shall determine that one of the members meets the SEC criteria for an “audit
      committee financial expert” as well as independence and thus meets the NASD
      requirement of financial sophistication for at least one member of the Audit
      Committee. A copy of the Audit Committee’s formal Charter was attached to the
      Company’s Proxy Statement for the 2005 Annual Meeting. The Audit Committee
      reviews and assesses the adequacy of its Charter on an annual
      basis.





The
      Charter gives the Audit Committee the authority and responsibility for the
      appointment, retention, compensation and oversight of the Company’s outside
      auditors; reviewing with management and independent auditors the Company’s
      quarterly and annual operating results, including press releases; considering
      the appropriateness of the Company’s internal accounting and auditing
      procedures; considering the independence of the Company’s outside auditors;
      reviewing the risk management and internal compliance functions; reviewing
      examination reports by bank regulatory agencies; reviewing audit reports
      prepared by the Company’s internal audit personnel and reviewing the response of
      management to those reports; and reviewing and approving all related-party
      transactions other than loan transactions.





The
      Audit
      Committee also administers procedures established by the Board for the
      confidential submission by employees of the Company of concerns about
      questionable accounting or auditing matters. Those procedures enable an employee
      to send information and concerns on an anonymous basis to an independent
      company, which then forwards the information to designated representatives
      of
      the Audit Committee, who then in turn take action they deem appropriate in
      discussion with the other members of the Audit Committee. Those procedures
      are
      to be communicated to employees. The Company’s outside auditors and internal
      audit personnel have unrestricted access to the Audit Committee. The Audit
      Committee reports to the full Board about its actions on important matters
      coming before the Committee.





9.  Compensation
      Committee. There
      shall be a standing committee known as the Compensation Committee, whose
      membership shall be comprised solely of independent directors and approved
      by
      the Board. The Compensation Committee is responsible for evaluating the
      performance of the Company’s chairman, vice chairman, president, chief executive
      officer, chief operating officer and chief financial officer and recommending
      their compensation to the full Board for final determination by the Board.
      The
      chief executive officer and the chief operating officer are not present when
      the
      Compensation Committee meets to recommend the compensation of those officers.
      The Compensation Committee will in addition, administer any Stock Compensation
      Plans that have been approved by the Shareholders that are in
      effect.


10. Nominating
      and Corporate Governance Committee .
      The
      Nominating and Corporate Governance Committee is comprised of three solely
      independent members of the Board. The Nominating and Corporate Governance
      Committee is responsible for reviewing the qualifications of candidates for
      election, including candidate recommendations made by stockholders, and
      recommending nominees for election as directors to the Board for its final
      determination. The Committee makes recommendation to the Board for the election
      of the current directors whose terms expire at the Annual Meeting and stand
      for
      re-election at the Meeting. The Committee is also responsible for recommending
      to the Board the members of Board committees for appointment by the full Board,
      reviewing and revising the Company’s Code of Ethics, reviewing adherence to the
      Company’s Corporate Governance Guidelines and its Code of Ethics and making
      recommendations to the Board regarding other corporate governance matters.
      The
      Committee’s current Charter was filed with the SEC during January 2005. The
      Nominating and Corporate Governance Charter is to be made available on the
      Company’s internet website.





11. Other
      Committees. The
      Board of Directors or the Chairman may at any time and from time to time
      establish, and appoint such other committees as deemed advisable. If created
      by
      the Board, the resolution establishing such committees shall define the duties
      and powers of the committees. Appointments to the committees shall be made
      by
      the Board, if the resolution establishing the committee so provides, or by
      the
      Chairman in all other cases. Such appointed members shall serve at the pleasure
      of the Board.





12.  Qualifications. No
      person who shall have attained the age of seventy (70) shall be eligible to
      be
      elected or reelected as a director; provided, that this restriction shall not
      apply to any founding Director of the Corporation or of Bergen Commercial Bank
      until he shall have attained the age of seventy-five (75).




13.  Nominations
      for Director. Nominations for election to the Board of Directors may be made by the Board
      of
      Directors or by any Shareholder of any outstanding class of capital stock
      entitled to vote for the election of directors.





Nominations,
      other than those made by or on behalf of the existing management, shall be
      made
      in writing and shall be delivered or mailed to the Chairman of the Nominating
      and Corporate Governance Committee of the Corporation not less than fourteen
      (14) days not more than fifty (50) days prior to any meeting of Shareholders
      called for the election of Directors, provided however, that if less than
      twenty-one (21) days' notice of the meeting is given to Shareholders, such
      nominations shall be mailed or delivered to the Chairman of the Nominating
      and
      Corporate Governance Committee not later than the close of business on the
      seventh (7th) day following the day on which the notice of meeting was
      mailed.







ARTICLE
      IV


WAIVERS
      OF NOTICE





Any
      notice required by these Bylaws, by the Certificate of Incorporation, or by
      the
      New Jersey Business Corporation Act may be waived in writing by any person
      entitled to notice. The waiver or waivers may be executed either before or
      after
      the event with respect to which notice is waived. Each director or Shareholder
      attending a meeting without protesting, prior to its conclusion, the lack of
      proper notice shall be deemed conclusively to have waived notice of the
      meeting.




ARTICLE
      V


OFFICERS





1.  Election
      and Appointment. The
      Directors at their first meeting following the annual meeting of Shareholders
      shall elect a Chairman of the Board of Directors and a President. The Board
      may
      also elect a Vice Chairman of the Board of Directors, and one or more Vice
      Presidents from their own number. The Board shall designate a Chief Executive
      Officer, and may designate a Chief Operating Officer from among the officers
      so
      elected and may elect a Chief Financial Officer. They shall also elect a
      Secretary and a Treasurer, who need not be Directors. Except where prohibited
      by
      law, any one person may hold more than one office. Other officers, including
      additional Vice Presidents, who need not be Directors, may from time to time
      be
      elected or appointed by the Board of Directors.





2.  Term
      of Office. The
      Chairman of the Board of Directors, the President and any Vice-Presidents
      selected from among the members of the Board shall hold office from the time
      of
      their election until the next annual meeting of the Board. All other officers
      shall hold office at the pleasure of the Board. Any officer may be removed
      from
      office by the affirmative vote of two-thirds (2/3rds) of the remaining
      directors.





3.  Compensation. Salaries
      of the chairman, vice chairman, president, chief executive officer, chief
      operating officer and chief financial officer shall be recommended by the
      Compensation Committee with approval by the Board of Directors. All other
      officers shall be fixed from time to time by management of the
      Company.





4.  Chairman
      of the Board. The
      Chairman of the Board shall preside at all meetings of the Board of Directors,
      and have general charge and supervision of the affairs of the Board of Directors
      and of the Corporation. He shall execute the orders of the Board and supervise
      the policies adopted or approved by the Board. He shall preside at all meetings
      of the shareholders. He shall be a member of and chairman of the Executive
      Committee, as well as a member ex-officio of all standing committees, except
      any
      audit, compensation, or nominating and corporate governance committee, if
      established, unless otherwise provided by law or by the Board of
      Directors.





5.  Vice
      Chairman. The
      Board of Directors may elect a Vice Chairman. The Vice Chairman, in the absence
      or disability of the Chairman of the Board, shall perform all the duties of
      the
      Chairman. The Vice Chairman shall be a member of the Executive Committee, and
      shall perform such other duties as from time to time may be assigned to him/her
      by the Board of Directors, or delegated to him/her by the Chairman.





6.  President. The
      President, in the absence or disability of the Chairman of the Board and the
      Vice Chairman of the Board, shall perform the duties of the Chairman. The
      President shall sign all instruments which may be required by the Bylaws or
      in
      carrying on the normal and proper business of the Corporation, and all
      certificates of stock of the corporation when necessary. The President shall
      be
      a member of the Executive Committee and shall be a member ex-officio of all
      other committees, except an audit committee, compensation committee and the
      nominating and corporate governance committee unless otherwise provided by
      law,
      or by the Board of Directors.










7.  Chief
      Executive Officer. The
      Chief Executive Officer shall have general charge of the administrative affairs
      of the Corporation, and in the absence of a Chief Operating Officer, the
      operations of the Corporation. He shall have the authority to prescribe the
      duties of all officers whose duties are not prescribed herein, and may delegate
      authority and responsibilities to other officers and employees where it may
      be
      deemed appropriate for the prompt and orderly transaction of the Corporation's
      business.





8.  Chief
      Operating Officer. The
      Chief Operating Officer, if appointed, shall have general charge of the
      operational affairs of the Corporation, and shall be responsible for the
      implementation by the subsidiaries of the policies adopted by the Board or
      the
      Executive Committee. He or she shall prescribe the duties of all clerks, agents,
      officers and employees of the Corporation (with the exception of the chief
      executive officer and the chief financial officer), and shall have the authority
      to appoint, dismiss and fix the salaries of such persons, and to perform such
      other duties as shall from time to time be assigned or delegated to him or
      her
      by the Chief Executive Officer.





9.  Chief
      Financial Officer .
      The
      Chief Financial Officer, if appointed, shall have general charge of the
      financial affairs of the Corporation and shall keep or cause to be kept regular
      books of account for the Corporation. The Chief Financial Officer may serve
      and
      perform as, and have all duties and authority of, the Treasurer. The Chief
      Financial Officer shall perform such other duties as shall be assigned by the
      Chairman, Chief Executive Officer or the Board of Directors.





10.  Vice
      Presidents. In the
      absence or disability of the Chairman of the Board and the President, their
      duties shall be performed by one or more of the Vice Presidents as may be
      delegated by the Board of Directors. They shall also perform such duties as
      may
      be assigned by the Chairman, the President, the Chief Executive Officer, the
      Chief Operating Officer, the Board of Directors or the Executive Committee,
      if
      there be one.





11.  Duties
      and Authority of Treasurer. The
      Treasurer shall have the custody of the funds and securities of the Corporation,
      if a Chief Financial Officer is not appointed, and shall keep or cause to be
      kept regular books of account for the Corporation. The Treasurer shall perform
      such other duties and possess such other powers as are incident to that office
      or as shall be assigned by the Chairman, President, Chief Executive Officer
      or
      the Board of Directors.





12.  Duties
      and Authority of Secretary. The
      Secretary shall cause notices of all meetings to be served as prescribed in
      these Bylaws and shall keep or cause to be kept the minutes of all meetings
      of
      the Shareholders and the Board. The Secretary shall have charge of the seal
      of
      the Corporation. The Secretary shall perform such other duties and possess
      such
      other powers as are incident to that office or as are assigned by the Chairman,
      President or the Board. Provided, however, that the Board may appoint a
      Secretary to the Board for the purpose of keeping its minutes and performing
      such other duties as may be delegated by the Board.







ARTICLE
      VI


INDEMNIFICATION
      OF DIRECTORS AND OFFICERS





(a)  Proceedings
      by Others. Provided
      a specific determination has been made as set forth below, the Corporation
      shall
      indemnify any person who is or was a Director or officer of the Corporation,
      or
      the legal representative of any such Director or officer, against reasonable
      costs, disbursements, and expenses, reasonable counsel fees, and amounts paid
      or
      incurred in satisfaction of settlements, judgments, fines and penalties, in
      connection with any proceeding involving such Director or officer by reason
      of
      his being or having been such a Director or officer, other than a proceeding
      by
      or in the right of the Corporation, if





(i)  such
      Director or officer acted in good faith and in a manner he reasonably believed
      to be in or not opposed to the best interests of the Corporation,
      and





(ii)  with
      respect to any criminal proceeding, such Director or officer had no reasonable
      cause to believe his conduct was unlawful.








The
      termination of any proceeding by judgment, order, settlement, conviction or
      upon
      a plea of nolo
      contendere or its
      equivalent, shall not of itself create a presumption that such Director or
      officer did not meet the applicable standards of conduct set forth in
      subparagraphs (i) and (ii) hereof. No indemnification called for by this
      paragraph shall be made by the Corporation unless authorized in the specific
      case upon a determination that indemnification is proper in the circumstances
      because the Director or officer met the standard of conduct set forth in
      subparagraph (i) and, if applicable (ii) of this paragraph (a). Such
      determination shall be made





(1)  by
      the
      Board of Directors acting by a quorum of Directors who were not parties to
      the
      proceeding; or





(2)  if
      such a
      quorum is not obtainable, or, even if obtainable and a quorum of the
      disinte rested Directors so directs, by independent legal counsel in a written opinion;
      or





(3)  by
      its
      Shareholders.





(b)  Proceedings
      by Corporation. Provided
      a specific determination has been made, or court order entered, as set forth
      below, the Corporation shall indemnify any person who is or was a Director
      or
      officer of the Corporation against his reasonable costs, disbursements and
      counsel fees in connection with any proceeding by or in the right of the
      Corporation to procure a judgment in its favor which involves such Director
      or
      officer by reason of his being or having been such Director or officer, if
      he
      acted in good faith and in a manner he reasonably believed to be in or not
      opposed to the best interests of the Corporation. However, in no such proceeding
      shall indemnification be provided in respect of any claim, issue or matter
      as to
      which such Director or officer shall have been adjudged to be liable for
      negligence or misconduct, unless and only to the extent that the court in which
      such proceeding was brought shall determine upon application that despite the
      adjudication of liability, in view of all circumstances of the case such
      Director or officer is fairly and reasonably entitled to indemnity for such
      reasonable costs, disbursements and counsel fees as the court shall deem proper.
      No indemnification called for by this paragraph shall be made by the Corporation
      unless ordered by a court, or unless authorized in the specific case upon a
      determination that indemnification is proper in the circumstances because the
      Director or officer met the standard of conduct set forth above in this
      paragraph (b). Such determination shall be made in one of three (3) manners
      referred to in the last sentence of paragraph (a) of this Article.





(c)  Required
      Indemnification. Notwithstanding the requirements of paragraphs (a) and (b) for a determination
      that indemnification is proper in a specific case, the Corporation shall in
      all
      cases indemnify any person who is or was a Director or officer of the
      Corporation against reasonable costs, disbursements and counsel fees to the
      extent that such Director or officer has been successful on the merits or
      otherwise in any proceeding referred to in paragraphs (a) and (b) of this
      Article or in defense of any claim, issue or matter therein.





(d)  Advance
      Payment of Expenses Permitted. Reasonable costs, disbursements and counsel fees incurred by a Director or
      officer of the Corporation in connection with a proceeding may be paid by the
      Corporation in advance of the final disposition of the proceeding upon receipt
      of an undertaking by or on behalf of the Director or officer to repay such
      amount unless it shall ultimately be determined that he is entitled to be
      indemnified as provided in this Article.





(e)  Proceeding
      Defined. As used
      in this Article VI, the term "proceeding" means any pending, threatened or
      completed civil, criminal, administrative or arbitrative action, suit or
      proceeding, and any appeal therein and any inquiry or investigation which could
      lead to such action, suit or proceeding.





(f) Provisions
          not Exclusive. The
          indemnification provided by this Article shall be in addition to, and not
          exclusive of, any other rights to which a Director or officer, or any rights
          to
          which an employee or agent, of the Corporation may be entitled under the
          laws of
          the State of New Jersey or under any agreement, vote of shareholders, or
          otherwise.







ARTICLE
      VII


AMENDMENTS
      TO AND EFFECT OF


BYLAWS;
      FISCAL YEAR





1.  Force
      and Effect of Bylaws. These
      Bylaws are subject to the provisions of the New Jersey Business Corporation
      Act
      and the Corporation's Certificate of Incorporation, as it may be amended from
      time to time. If any provision in these Bylaws is inconsistent with a provision
      in that Act or the Certificate of Incorporation, the provision of that Act
      or
      the Certificate of Incorporation shall govern.





2.  Amendments
      to Bylaws. These
      Bylaws may be altered, amended or repealed by the Shareholders or the Board.
      Any
      Bylaw adopted, amended or repealed by the Shareholders may be amended or
      repealed by the Board, unless the resolution of the Shareholders adopting such
      Bylaw expressly reserves to the Shareholders the right to amend or repeal
      it.





3.  Fiscal
      Year .
      The
      fiscal year of the Corporation shall end on the 31st day of December of each
      year.