**Exhibit
3.2**
 
 
 **RESOLUTIONS
ADOPTED**
 **BY
THE BOARD OF DIRECTORS OF**
 **HABERSHAM
BANCORP**
 
 **January
29,2000**
 
 **WHEREAS,**the Board of Directors has determined that it is in the best interests
of the Corporation to increase the size of the Board of Directors to consist of
nine (9) directors and to amend its Amended and Restated Articles of
Incorporation to remove the requirement that board of directors be classified
into three classes when it consists of nine or more members so that the election
of directors may be staggered, it is
 
 **RESOLVED,**that the Board of Directors hereby approves amending the Amended and
Restated Articles of Incorporation of the Corporation so that Article 9 is
deleted in its entirety and replaced by the following new Article
9:
 
 "The
number of directors of the Corporation shall not be less than five (5) nor more
than twenty-five (25), and within that minimum and maximum shall be such number
as shall be from time to time specified by the shareholders or the Board of
Directors of the Corporation."
 
 **RESOLVED,**that the Board of Directors hereby approves amending the Bylaws of the
Corporation so that the first sentence of Section 3,3 thereof is deleted in its
entirety and replaced with the text set forth directly above for the new Article
9 of the Corporation's Amended and Restated Articles of
Incorporation;
 ****
 **RESOLVED,**that the size of the Board of Directors is hereby fixed at nine (9)
directors; and
 
 **RESOLVED,**that the Board of Directors hereby recommends to the shareholders
approval of the foregoing amendment to the Amended and Restated Articles of
Incorporation and directs that the resolution be submitted to the shareholders
for their approval.
 
  HABERSHAM
BANCORP
 
 BYLAWS
 
 TABLE
OF CONTENTS
  ARTICLE
      ONE - OFFICES
    11.1
    Registered
      Office
    11.2
    Other
      Offices
    1ARTICLE
      TWO - SHAREHOLDERS' MEETINGS
    12.1
    Place
      of Meetings
    12.2
    Annual
      Meetings
    12.3
    Substitute
      Annual Meetings
    12.4
    Special
      Meetings
    12.5
    Notice
      of Meetings
    12.6
    Quorum
    22.7
    Voting
      of Shares
    22.8
    Proxies
    22.9
    Presiding
      Officer
    22.10
    Adjournments
    22.11
    Action
      of Shareholders Without a Meeting
    32.12
    Order
      of Business
    3ARTICLE
      THREE - THE BOARD OF DIRECTORS
    33.1
    General
      Powers
    33.2
    Requirements
    33.3
    Number,
      Election and Term of Office
    33.4
    Oath
      of Directors
    43.5
    Removal
    43.6
    Vacancies
    43.7
    Compensation
    43.8
    Committees
      of the Board of Directors
    43.9
    Honorary
      and Advisory Directors
    4ARTICLE
      FOUR - MEETINGS OF THE BOARD OF DIRECTORS
    54.1
    Regular
      Meetings
    54.2
    Special
      Meetings
    54.3
    Place
      of Meetings
    54.4
    Notice
      of Meetings
    54.5
    Quorum
    54.6
    Vote
      Required for Action
    54.7
    Action
      by Directors Without a Meetings
    5
  i
 ARTICLE
      FIVE - NOTICE AND WAIVER
    65.1
    Procedure
    65.2
    Waiver
    6ARTICLE
      SIX - OFFICERS
    66.1
    Number
    66.2
    Election
      and Term
    66.3
    Compensation
    66.4
    Removal
    76.5
    Chairman
      of the Board
    76.6
    President
    76.7
    Officer
      in Place of President
    76.8
    Secretary
    76.9
    Bonds
    76.10
    Reimbursement
      by Officers
    7ARTICLE
      SEVEN - DIVIDENDS
    87.1
    Time
      and Conditions of Declaration
    87.2
    Share
      Dividends - Treasury Shares
    87.3
    Share
      Dividends - Unissued Shares
    87.4
    Share
      Splits
    8ARTICLE
      EIGHT - SHARES
    88.1
    Authorization
      and Issuance of Shares
    88.2
    Share
      Certificates
    88.3
    Rights
      of Holding Company with Respect to Registered Owners
    98.4
    Transfer
      of Shares
    98.5
    Duty
      of Holding Company to Register Transfer
    98.6
    Lost
      Stolen or Destroyed Certificates
    98.7
    Fixing
      of Record Date
    98.8
    Record
      Date if None Fixed
    10ARTICLE
      NINE - INDEMNIFICATION
    109.1
    Directors,
      Officers and Employees in Threatened, Pending or Completed
      Action
    109.2
    Adjudication
      of Personal Liability
    109.3
    Expenses
    119.4
    Standard
      of Conduct
    119.5
    Payment
      of Expenses in Advance
    119.6
    Rights
    119.7
    Insurance
    119.8
    Stockholder
      Notification
    129.9
    Continuation
    12
  ii
  ARTICLE
      TEN - EMERGENCY OPERATIONS
    1210.1
    General
    1210.2
    Meetings
      of Board of Directors
    1210.3
    Interim
      Administration
    1310.4
    Interim
      Office
    13ARTICLE
      ELEVEN - MISCELLANEOUS
    1311.1
    Inspection
      of Books and Records
    1311.2
    Fiscal
      Year
    1411.3
    Seal
    1411.4
    Annual
      Statements
    1411.5
    Contracts,
      Checks, Drafts, Reports, etc.
    1411.6
    Legal
      Restrictions
    14ARTICLE
      TWELVE - AMENDMENTS
    1412.1
    Power
      to Amend Bylaws
    1412.2
    Conditions
    1412.3
    Inspection
    1412.4
    Filing
    15ARTICLE
      THIRTEEN - MINUTE BOOK
    1513.1
    Minute
      Book
    15




ARTICLE
ONE
 OFFICES
  1 . 1  Registered
Office . The
holding company shall maintain a registered office in Habersham County in the
State of Georgia where the holding company is authorized to conduct its general
business. Unless the Board of Directors designates otherwise, the holding
company's main office shall be the registered office.
 
 1 . 2  Other
Offices. In
addition to its registered office, the holding company also may have offices at
such other place or places as the Board of Directors may from time to time
select, or as the business of the holding company may require or make desirable,
subject to the laws of this state.
 
 ARTICLE
TWO
 SHAREHOLDERS'
MEETINGS
 
 2 . 1  Place
of Meetings .
Meetings of the shareholders of the holding company may be held at any place
within (or without) the State of Georgia, as set forth in the notice thereof,
or, in the event of a meeting held pursuant to waiver of notice, as set forth in
the waiver, or, if no place is so specified at the registered office of the
holding company.
 
 2 . 2  Annual
Meetings . The
annual meeting of shareholders of the holding company shall be held on the third
Saturday in April, of each year, unless that day is a legal holiday, and in that
event on the next succeeding business day, for the purpose of electing directors
and transacting any and all business that may properly come before the meeting.
The Board of Directors may postpone any annual meeting, for not more than seven
(7) days, for cause, upon not less than ten (10) days written notice to all
shareholders.
 
 2 . 3  Substitute
Annual Meetings . If the
annual meeting is not held on the day designated in Section 2.2, any business,
including the election of directors which might properly have been acted upon at
that meeting, may be transacted at any subsequent shareholders' meeting held
pursuant to these bylaws or held pursuant to a court order requiring a
substitute annual meeting.
 
 2 . 4  Special
Meetings . Special
meetings of shareholders or a special meeting in lieu of the annual meeting of
shareholders shall be called by the holding company upon written request of the
holders of twenty-five percent (25%) or more of all the shares of capital stock
of the holding company entitled to vote in an election of directors. Special
meetings of the shareholders or a special meeting in lieu of the annual meeting
of shareholders may be called at any time by the President, Chairman of the
Board, or the Board of Directors.
 
 2 . 5  Notice
of Meetings . Unless
waived as contemplated in Section 5.2, or by attendance at the meeting, either
in person or by proxy, for any purpose other than to object to the transaction
of business, a written or printed notice of -each shareholders' meeting stating
the place, day and hour of the meeting shall be delivered not less than ten (10)
days, nor more than fifty (50) days before the date thereof, either personally,
by mail, or by telegram, charges prepaid by or at the direction of the
President, the Secretary, or the office, or persons calling the meeting, to each
shareholder of record entitled to vote at such meeting. In the case of an annual
or substitute annual meeting, the notice of the meeting need not state the
purpose or purposes of the meeting unless the purpose or purposes constitute a
matter which is required to be stated in the notice of the meeting by applicable
law. In the case of a special meeting, the notice of the meeting shall state the
general nature of the business to be transacted.
 
 
 2 . 6  Quorum . At all
meetings of the shareholders, the presence in person or proxy of the holders of
more than one-half of the shares outstanding and entitled to vote shall
constitute a quorum. If a quorum is present, a majority of the shares
represented at the meeting and entitled to vote on the subject matter shall
determine any matter coming before the meeting unless a different vote is
required by law, by the Articles of Incorporation of the holding company or by
these bylaws. The shareholders at a meeting at which a quorum is once present
may continue to transact business at the meeting or at any adjournment thereof,
notwithstanding the withdrawal of enough shareholders to leave less than a
quorum. If a meeting cannot be organized for lack of a quorum, those
shareholders present may adjourn the meeting to such time and place as they may
determine. In the case of a meeting for the election of directors which is twice
adjourned for lack of a quorum, those present at the second of such adjourned
meetings, of which notice has been given in writing to shareholders, shall
constitute a quorum for the election of Directors without regard to the other
quorum requirements established by law, by the Articles of Incorporation of the
holding company, or by these bylaws.
 
 2 . 7  Voting
of Shares . Each
outstanding share having voting rights shall be entitled to one vote on each
matter submitted to a vote at a meeting of shareholders. Voting on all matters
shall be by voice vote or by show of hands unless any qualified voter, prior to
the voting on any matter, demands vote by ballot, in which case each ballot
shall state the name of the shareholder voting and the number of shares voted by
him or her, and if such ballot be cast by proxy, it shall also state the name of
such proxy.
 
 2 . 8  Proxies . A
shareholder entitled to vote pursuant to Section 2.7 may vote in person or by
proxy executed in writing by the shareholder or by his or her attorney in fact.
A proxy shall not be valid after eleven (11) months from its date. If the
validity of any proxy is questioned it must be submitted to the secretary of the
shareholders' meeting for examination or to a proxy officer or committee
appointed by the person presiding at the meeting. The secretary of the meeting
or, if appointed, the proxy officer or committee, shall determine the validity
or invalidity of any proxy submitted, establishment of a quorum at such meeting,
and shall determine the facts for all other purposes.
 
 2 . 9  Presiding
Officer . The
Chairman of the Board of Directors or, in the absence of a Chairman of the Board
of Directors, the President, shall serve chairman of every shareholders' meeting
unless some other person is elected to serve as chairman by a majority vote of
the shares represented at the meeting. The chairman shall appoint such persons
as he or she deems required to assist with the meeting.
 
 2 . 10  Adjournments . Any
meeting of the shareholders, whether or not a quorum is present, may be
adjourned by the holders of a majority of the voting shares represented at the
meeting to reconvene at a specific time and place. Except as otherwise provided
by Section 2.6, it shall not be necessary to give any notice of the reconvened
meeting or of the business to be transacted, if the time and place of the
reconvened meeting are announced at the meeting which was adjourned. At any such
reconvened meeting, any business may be transacted which could have been
transacted at the meeting which was adjourned.
  -2-
 
 2 . 11  Action
of Shareholders Without a Meeting . Any
action required by law to be taken at a meeting of the shareholders, or any
action which may be taken a meeting of the shareholders, may be taken without a
meeting if a written consent, setting forth the action so taken, shall be signed
by each of the shareholders entitled to vote with respect to the subject matter
thereof. Upon filing with the officer of the holding company having custody of
its books and records, such consent shall have the same force and effect as a
unanimous vote of the shareholders at a special meeting called for the purpose
of considering the action authorized.
 
 2 . 12  Order
of Business . The
order of business at the annual meeting, and, as far as possible, at all other
meetings of the stockholders, shall be:
 
 a.
    Calling
      of roll.b.
    Proof
      of due notice of meeting.c.
    Reading
      and disposal of any unapproved minutes.d.
    Annual
      reports of officers and committees.e.
    Election
      of directors.f.
    Unfinished
      business.g.
    New
      business.h.
    Adjournment.
  ARTICLE
THREE
 THE BOARD
OF DIRECTORS
 
 3 . 1  General
Powers . The
business and affairs of the holding company shall be managed by 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
holding company and do all such lawful acts and things as are not by law, any
legal agreement among shareholders, the Articles of Incorporation, or these
bylaws directed or required to be exercised or done by the
shareholders.
  3 . 2  Requirements . Each
director of the holding company shall be a United States citizen, and at least
sixty (60%) percent of the directors shall reside in the State of Georgia and in
the county in which the registered office of the holding company is located, or
within forty (40) miles of any office of the holding company. Each director
shall maintain on file with the chief executive officer of the holding company a
financial statement on forms prescribed by the Department of Banking and
Finance. Such financial statements shall be revised annually, but in no event
shall the statement on file become more than eighteen months old. At the
discretion of the Board of Directors, such financial statements may be
maintained in sealed envelopes available for inspection only by State or Federal
examiners.
 
 -3-
 
 3 . 3  Number,
Election and Term of Office . The
Board of Directors of the holding company shall consist of six persons. Except
as provided in Section 3.6, the directors shall be elected by the affirmative
vote of a majority of the shares represented at the annual meeting of
shareholders. Each director, except in the case of his earlier death,
resignation, retirement, disqualification, or removal, shall serve until the
next succeeding annual meeting and thereafter until his successor shall have
been elected and qualified.
 
 3 . 4  Oath
of Directors . Before
assuming office, each director shall take an oath or affirmation that he shall
diligently and honestly perform his duties in the administration of the holding
company, that he will not permit a willful violation of the law by the holding
company, and that he meets the eligibility requirements of the law, the holding
company's Articles of Incorporation and these bylaws.
 
 3 . 5  Removal . Any
director may be removed from office, at a meeting with respect to which notice
of such purpose is given (a) without cause, only upon the affirmative vote of
the holders of at least two-thirds (2/3) of the issued and outstanding shares of
common stock of the holding company, and (b) with cause, only upon the
affirmative vote of the holders of a majority of the issued and outstanding
shares of common stock of the holding company.
 
 3 . 6 Vacancies . A
vacancy occurring in the Board of Directors, whether caused by removal or
otherwise and including vacancies resulting from an increase in the number of
directors, may be filled for the unexpired term, and until the shareholders
shall have elected a successor, by the affirmative vote of a majority of the
directors remaining in office though less than a quorum of the Board of
Directors. A certified copy of the resolution of the Board of Directors shall be
filed immediately with the Georgia Department of Banking and
Finance.
 
 3 . 7  Compensation .
Directors may receive such compensation for their service as directors as may
from time to time be fixed by vote of the Board of Directors. A director may
also serve the holding company in a capacity other than that of director and
receive compensation, as determined by the Board of Directors, for services
rendered in such other capacity; provided, however, no director shall be
compensated from commissions derived from the sale of credit related insurance
(credit life, disability, accident and health insurance, etc.) where premiums
paid by a bank customer for such insurance are financed by a subsidiary bank as
a part of the credit extended, or where purchase of the insurance is a condition
precedent to the granting of credit.
 
 3 . 8  Committees
of the Board of Directors . The
Board of Directors by resolution adopted by a majority of the full Board of
Directors, may designate from among its members an investment committee and one
or more other committees, each consisting of three or more directors. Each
committee shall have the authority of the Board of Directors in regard to the
business of the holding company to the extent set forth in the resolution
establishing such committee, subject to the limitations set forth in State and
Federal laws and regulations.
 
 3 . 9  Honorary
and Advisory Directors . The
Board of Directors of the holding company also may appoint any individual an
Honorary Director, Director Emeritus, or member of any advisory board
established by the Board of Directors. Any individual automatically becoming an
Honorary Director or appointed an Honorary Director, Director Emeritus, or
member of an advisory board as provided by this Section 3.9 may be compensated
as provided in Section 3.7, but such individual may not vote at any meeting of
the Board of Directors or be counted in determining a quorum as provided in
Section 4.5 and shall not have any responsibility or be subject to any liability
imposed upon a director or otherwise be deemed a director.
 
 -4-
 
 ARTICLE
FOUR
 MEETINGS
OF THE BOARD OF DIRECTORS
 
 4 . 1  Regular
Meetings . An
annual organizational meeting of the Board of Directors shall be held on the day
of and after the annual meeting of the shareholders of the holding company. In
the event the annual shareholders' meeting is not held as provided by Sections
2.4 or 2.11, such organizational meeting shall not be held as herein provided
for regular meetings. In addition, regular meetings of the Board of Directors
shall be held on the 3rd Saturday at 9:30 a.m. of every month during the
calendar year, except during the month in which the organiza-tional meeting of
the Board of Directors is held; provided, however, that the Board of Directors
and the President are authorized to cancel not more than two of such regular
meetings, excluding the organizational meeting, during each calendar
year.
  4 . 2  Special
Meetings . Special
meetings of the Board of Directors may be called by or at the request of the
President, Chairman of the Board, or by a two directors in office at that
time.
 
 4 . 3  Place
of Meetings .
Directors may hold their meetings at any place within (or without) the State of
Georgia as the Board of Directors may from time to time establish for regular
meetings, or as set forth in the notice of special meetings, or in the event of
a meeting held pursuant to waiver of notice, as set forth in the
waiver.
 
 4 . 4  Notice
of Meetings . No
notice shall be required for any regularly scheduled meeting of the directors of
the holding company. Unless waived as contemplated in Section 5.2, the President
or Secretary of the holding company, or any director thereof shall give notice
to each director of each special meeting stating the time, place and purposes of
the meeting. Such notice shall be given by mailing notice of the meeting at
least five (5) days before the date of the meeting, or by telephone, telegram,
or personal delivery at least three (3) days before the date of the meeting.
Notice shall be deemed to have been given by telegram or cablegram at the time
notice is filed with the transmitting agency. Attendance by a director at a
meeting shall constitute a waiver of notice of such meeting, except where a
director attends a meeting for the express purpose of objecting to the
transaction of business because the meeting is not lawfully called.
 
 4 . 5  Quorum . At
meetings of the Board of Directors more than one-half of the directors then in
office shall be necessary to constitute a quorum for the transaction of
business.
 
 4 . 6  Vote
Required for Action . Except
as otherwise provided in these bylaws, by the holding company's Articles of
Incorporation, or by law, the act of a majority of the directors present at a
meeting at which a quorum is present at the time shall be the act of the Board
of Directors.
 
 -5-
 
 4 . 7  Action
by Directors Without a Meetings . Any
action which may be taken at any meeting of the Board of Directors, or at any
meeting of a committee of directors may be taken without a meeting if a written
consent thereto shall signed by all directors, or all the members of the
committee, as the case may be, and if such written consent is filed with the
minutes of the proceedings of the Board or the committee. Such consent shall
have the same force and effect as a unanimous vote of the Board of Directors or
the committee.
  ARTICLE
FIVE
 NOTICE
AND WAIVER
 
 5 . 1  Procedure .
Whenever these bylaws require notice to be given to any shareholder or director,
the notice shall be given as prescribed in Sections 2.5 or 4.4, whichever is
applicable. Whenever notice is given to a shareholder or director by mail, the
notice shall be sent first class mail by depositing the same in a post office or
letter box in a postage prepaid, sealed envelope, addressed to the shareholder
or director at his or her last known address, and such notice shall be deemed to
have been given at the time the same is deposited in the United States
mail.
 
 5 . 2  Waiver . Except
as may be otherwise specifically provided by law, whenever any notice is
required to be given to any share-holder or director by law, by the Articles of
Incorporation, or these bylaws, a waiver thereof in writing, signed by the
director or shareholder entitled to such notice, or by the proxy of such
shareholder whether before or after the meeting to which the waiver pertains,
shall be deemed equivalent thereto; provided, however, that no such waiver shall
apply by its terms to more than one required notice.
  ARTICLE
SIX
 OFFICERS
 
 6 . 1  Number .  The
officers of the holding company shall consist of a President and a Secretary. In
addition, the Board of Directors may from time to time elect or provide for the
appointment of such other officers or assistant officers as it deems necessary
for the efficient management of the holding company, or as shall otherwise be
required by law or regulation. Any two or more offices may be held by the same
person, except the offices of President and Secretary. The Board of Directors
shall have the power to establish and specify the duties for all officers of the
holding company.
 
 6 . 2  Election
and Term . All
officers shall be elected by the Board of Directors and shall serve at the will
of the Board of Directors and until their successors have been elected and have
qualified, or until their earlier death, resignation, removal, retirement or
disqualification.
 
 6 . 3  Compensation . The
compensation of all officers of the holding company shall be fixed by the Board
of Directors, or by the Executive Committee of the Board of Directors, if such
committee is designated as provided in Section 3.8. No officer shall be
compensated from commissions derived from the sale of credit related insurance
(credit life, disability, accident and health insurance, etc.) where premiums
paid by a bank customer for such insurance are financed by a subsidiary bank as
part of the credit extended or where purchase of the insurance is a condition
precedent to the granting of credit.
 
 -6-
 
 6 . 4  Removal . Any
officer or agent elected by the Board of Directors may be removed by the Board
of Directors with or without any cause whenever in its judgment the best
interests of the holding company will be served thereby without prejudice to any
contract right to such officer.
 
 6 . 5  Chairman
of the Board . The
Board of Directors, in its discretion, may elect a Chairman of the Board of
Directors who shall preside and act as chairman at all meetings of the
shareholders and the Board of Directors and who shall perform such other duties
as the Board of Directors may from time to time direct.
 
 6 . 6  President . The
President shall be the chief executive officer of the holding company and shall
have general control and supervision over the business and affairs of the
holding company. The President shall see that all orders and resolutions of the
Board of Directors are carried into effect. In the absence of a Chairman of the
Board of Directors, the President shall preside and act as chairman of all
meetings of the shareholders and the Board of Directors. He also shall perform
such other duties as may be delegated to him or her from time to time by the
Board of Directors.
 
 6 . 7  Officer
in Place of President . The
Board of Directors may designate an officer who shall, in the absence or
disability of the President, or at the direction of the President, perform the
duties and exercise the powers of the President.
 
 6 . 8  Secretary . The
Secretary shall keep accurate records of the acts and proceedings of all
meetings of shareholders, directors, and committees of directors. The Secretary
shall have authority to give all notices required by law or these bylaws. The
Secretary shall be custodian of the corporate books, records, contracts and
other documents. The Secretary may affix the holding company's seal to any
lawfully executed documents requiring it and shall sign such instruments as may
require his or her signature.
 
 6 . 9  Bonds . Any
director who is authorized to handle money or negotiable assets on behalf of the
holding company and all officers and employees of the holding company shall be
bonded by a regularly incorporated surety company authorized to do business in
the State of Georgia, and the holding company may pay the cost of such bonds.
The form, amount and surety of such bonds shall be approved by the Board of
Directors and shall be subject to any additional requirements of the Georgia
Department of Banking and Finance.
 
 6 . 10 Reimbursement
by Officers . Any
payments made to an officer of the holding company such as salary, commission,
bonus, interest or rent, or reimbursement of entertainment expenses incurred by
him or her, which shall be disallowed in whole or in part as a deductible
expense by the Internal Revenue Service, shall be reimbursed by such officer to
the holding company to the full extent of such disallowance. It shall be the
duty of the Board of Directors to enforce payment of each such amount
disallowed. In lieu of payment by the officer, subject to the determination of
the Board of Directors, proportionate amounts may be withheld from his or her
future compensation payments until the amount owed to the holding company has
been recovered.
 
 -7-
  ARTICLE
SEVEN
 DIVIDENDS
 
 7 . 1  Time
and Conditions of Declaration .
Dividends upon the outstanding shares of the holding company may be declared by
the Board of Directors at any regular or special meeting and paid in cash or
property in compliance with the provisions of applicable law.
  7 . 2  Share
Dividends - Treasury Shares .
Dividends may be declared by the Board of Directors and paid in the shares of
the holding company out of any treasury shares that have been reacquired out of
the capital funds of the holding company.
 
 7 . 3  Share
Dividends - Unissued Shares .
Dividends may be declared by the Board of Directors and paid in the authorized
but unissued shares of the holding company out of any unreserved and
unrestricted surplus of the holding company; provided that such shares shall be
issued at not less than the par value thereof, there shall be transferred to
capital stock at the time such dividend is paid an amount of retained earnings
at least equal to the aggregate par value of the shares to be issued as a
dividend, and after payment of the dividend the holding company shall continue
to maintain the paid-in capital and/or appropriated retained earnings
requirements establish by the law.
 
 7 . 4  Share
Splits . A split
or division of the issued shares of any class into a greater number of shares of
the same class without increasing the capital stock of the holding company shall
not be construed to be a share dividend within the meaning of this
Article.
  ARTICLE
EIGHT
 SHARES
 
 8 . 1  Authorization
and Issuance of Shares . The par
value and the maximum number of shares of any class of the holding company which
may be issued and outstanding shall be set forth from time to time in the
Articles of Incorporation of the holding company. The Board of Directors may
increase or decrease the number of issued and outstanding shares of the holding
company within the maximum number of shares authorized by the Articles of
Incorporation and the minimum capitalization requirements of the Articles of
Incorporation or Georgia law.
  8 . 2  Share
Certificates . The
interest of each shareholder in the holding company shall be evidenced by a
certificate or certificates representing shares of the holding company which
shall be in such form as the Board of Directors may from time to time adopt in
accordance with Georgia law. Share certificates shall be consecutively numbered,
shall be in registered form, and shall indicate the date of issue and shall be
signed by the President or a Vice President and the Secretary or an Assistant
Secretary and shall be sealed with the seal of the holding company or a
facsimile thereof; provided however, that where such certificate is signed by a
transfer agent, or registered by a registrar, other than the holding company
itself, or any employee of the holding company, the signatures of such officers
may be facsimiles. In case any officer or officers who shall have signed or
whose facsimile signature shall have been placed upon a share certificate shall
have ceased for any reason to be such officer or officers of the holding company
before such certificate is issued, such certificate may be issued by the holding
company with the same effect as if the person or persons who signed such
certificate or whose facsimile signatures shall have been used thereon had not
ceased to be such officer or officers.
  -8-
 
 8 . 3 Rights
of Holding Company with Respect to Registered Owners . Prior
to date of presentation for transfer of registration of its shares, the holding
company may treat the registered owner of the shares as the person exclusively
entitled to vote such shares, to receive any dividend or other distribution with
respect to such shares, and for all other purposes; and the holding company
shall not be bound to recognize any equitable or other claim to or interest in
such 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.
 
 8 . 4 Transfer
of Shares .
Transfers of shares shall be made upon the stock transfer books of the holding
company only upon direction of the person's name in the share certificate
representing the shares to be transferred, or by an attorney of such person
lawfully constituted in writing; and before a new certificate is issued, the old
certificate shall be surrendered for cancellation or, in the case of a
certificate alleged to have been lost, stolen or destroyed, the provisions of
Section 8.6 of these bylaws shall have been satisfied.
 
 8 . 5 Duty
of Holding Company to Register Transfer .
Notwithstanding any of the provisions of Section 8.4 of these bylaws, the
holding company is under a duty to register the transfers of its shares only
if:
 
 a.
    the
      share certificate is endorsed by the appropriate person or persons;
      andb.
    reasonable
      assurance is given that these endorsements are genuine and effective;
      andc.
    the
      holding company has no duty to inquire into adverse claims or has
      discharged any such duty; andd.
    any
      applicable law relating to the collection of taxes has been complied with;
      ande.
    the
      transfer is in fact rightful or is to a bona fide
    purchaser.
 
 8 . 6 Lost
Stolen or Destroyed Certificates . Any
person claiming a share certificate to be lost, stolen or destroyed shall make
an affidavit or affirmation of the fact in such manner as the Board of Directors
may require and shall, if the Board of Directors so requires, give the holding
company a bond of indemnity in form and amount, and with one or more sureties
satisfactory to the Board of Directors, as the Board of Directors may require
whereupon an appropriate new certificate may be issued in lieu of the one
alleged to have been lost, stolen or destroyed.
 
 -9-
 
 8 . 7  Fixing
of 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 entitled to receive
payment of any dividend, or in order to make a determination of shareholders for
any other proper purpose, the Board of Directors may fix in advance a date as
the record date, such date to be not more than 50 days (and, in the case of a
shareholders' meeting, not less than 10 days) prior to the date on which the
particular action, requiring such determination of shareholders, is to be
taken.
 
 8 . 8  Record
Date if None Fixed . If no
record date is fixed as provided in Section 8.7 of these bylaws, then the record
date for any determination of shareholders which may be proper or required by
law shall be the date on which notice is mailed in the case of a shareholders'
meeting, or the date on which the Board of Directors adopts a resolution
declaring a dividend in the case of a payment of a dividend.
  ARTICLE
NINE
 INDEMNIFICATION
  9 . 1  Directors,
Officers and Employees in Threatened, Pending or Completed
Action . Under
the circumstances prescribed in Sections 9.3 and 9.4, the corporation shall
indemnify and hold harmless any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation or is
or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorney's fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding if such person acted in a manner
he or she reasonably believed to be in or not opposed to the best interests of
the corporation, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his or her conduct unlawful. The termination of any
action, suit or proceeding by judgment, or settlement, conviction, or upon a
plea of nolo
contendere or its
equivalent, shall not, of itself, create a presumption that (a) the person did
not act in a manner which he or she reasonably believed to be in or not opposed
to the best interests of the corporation, and, with respect to any criminal
action or proceeding, (b) that the person had reasonable cause to believe that
his or her conduct was unlawful.
  9 . 2  Adjudication
of Personal Liability . Under
the circumstances prescribed Sections 9.3 and 9.4, the corporation shall
indemnify and hold harmless any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of the
fact that the person is or was a director, officer, employee or agent of the
corporation or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys' fees)
actually and reasonably incurred by the person in connection with the defense or
settlement of such action or suit if the person acted in good faith and in a
manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation; except that no indemnification shall be made in
respect of any issue or matter as to which such person shall have been adjudged
to be liable to the corporation unless and only to the extent that the court in
which such action suit was brought shall determine upon application that,
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fully and reasonably entitled to indemnity for such
expenses which the court shall deem proper.
 
 -10-
 
 9 . 3  Expenses . To the
extent that a director, officer, employee or agent of the corporation has been
successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in Sections 9.1 and 9.2, or in defense of any claim,
issue or matter therein, such person shall be indemnified against expenses
(including attorneys' fees) actually and reasonably incurred by him or her in
connection therewith.
 
 9 . 4  Standard
of Conduct . Except
as provided in Section 9.3 and except as may be ordered by a court, any
indemnification under Sections 9.1 and 9.2 shall made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances because such
person has met the applicable standard of conduct set forth in Sections 9.1 and
9.2. Such a determination shall be made (a) by the Board of Directors by a
majority vote of a quorum consisting of directors who were not parties to such
action, suit or proceeding, or (b) if such a quorum is not obtainable, or, even
if obtainable, if a quorum of disinterested directors so directs, by the firm of
independent legal counsel then employed by the corporation, in a written
opinion, or (c) by the affirmative vote of a majority of the shares entitled to
vote thereon.
 
 9 . 5  Payment
of Expenses in Advance .
Expenses incurred in defending a civil or criminal action, suit or proceeding
shall be paid by the corporation in advance of the final disposition of such
action, suit or proceeding upon receipt of undertaking by or on behalf of the
director, officer, employee or agent to repay such amount if it shall ultimately
be determined that he is not entitled to be indemnified by the corporation as
authorized in this Article Nine.
 
 9 . 6  Rights . The
indemnification and advancement of expenses provided by or granted pursuant to
this Article Nine shall not be deemed exclusive of any other rights, in respect
of indemnification or otherwise, to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, resolution, or
agreement either specifically or in general terms approved by the affirmative
vote of the holders of a majority of the shares entitled to vote thereon taken
at a meeting the notice of which specified that such bylaw, resolution or
agreement would be placed before the stockholders both as to action by a
director, officer, employee or agent in his or her official capacity and as to
action in another capacity while holding such office or position; except that no
such other rights, in respect to indemnification or otherwise, may be provided
or granted to a director, officer, employee or agent pursuant to this Section
9.6 by the corporation from liability for (a) any appropriation, in violation of
his or her duties, of any business opportunity of the corporation; (b) acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law; (c) the types of liability set forth in Section 14-2-832 of
the Georgia Business Corporation Code dealing with illegal or unauthorized (i)
distributions of corporate assets, whether as dividends or in liquidation of the
corporation, or otherwise, (ii) repurchases of stock or (iii) commencement of
business; or (d) any transaction from which the director derived an improper
material tangible personal benefit.
 
 -11-
 
 9 . 7  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 is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against any liability asserted against and incurred by him or her in
any such capacity, or arising out of his or her status as such, whether or not
the corporation would have the power to indemnify him or her against such
liability under the provisions of this Article Nine.
 
 9 . 8  Stockholder
Notification . If any
expenses or other amounts are paid by way of indemnification, otherwise than by
court order or action by the stockholders or by an insurance carrier pursuant to
insurance maintained by the corporation, the corporation shall, not later than
the next annual meeting of stockholders unless such meeting is held within three
months from the date of such payment, and, in any event, within 15 months from
the date of such payment, send in accordance with Section 14-2-113 of the
Official Code of Georgia Annotated to its stockholders of record at the time
entitled to vote for the election of directors a statement specifying the
persons paid, the amounts paid, and the nature and status at the time of such
payment of the litigation or threatened litigation.
 
 9 . 9  Continuation . The
indemnification and advancement of expenses provided or granted pursuant to this
Article Nine shall, unless otherwise provided when authorized or ratified,
continue as to a person who has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the heirs, executors, and administrators
of such a person.
  ARTICLE
TEN
 EMERGENCY
OPERATIONS
 
 10 . 1 General . In the
event of an emergency declared by the President of the United States or the
person performing the President's functions, or an emergency declared by the
Governor of the State of Georgia or the person performing the Governor's
functions, the officers and employees of this holding company shall continue to
conduct the affairs of the holding company under such guidance from the
directors as may be available except as the matters which by statute or
regulation require specific approval of the Board of Directors and subject to
conformance with any governmental directives during the emergency. In the
absence of a plan of operation formulated by the Board of Directors providing
for conducting the business of the holding company during the time emergencies
exist, the following provisions shall govern the operations of the holding
company notwithstanding any other provisions of these bylaws to the contrary;
provided, further, that all operations shall be consistent with all State and
Federal laws governing emergency operations.
  10 . 2 Meetings
of Board of Directors . The
Board of Directors shall meet as soon as practicable at the time and place
within the State of Georgia, or, if no place within the State of Georgia can be
utilized promptly, without the State of Georgia, as designated by the Chairman
of the Board of Directors, the President, the officer designated pursuant to
Section 6.7, or any two directors. Any director may waive notice of such meeting
in writing before, at or after such meeting.
 
 -12-
 
 If it
shall be determined at such meeting that there are less than five (5) directors
then capable of serving, the directors present at such meeting, shall, by
majority vote, appoint a sufficient number of persons to fill the vacancies
existing in the Board of Directors to bring the total number of directors to not
less than five (5).
 
 As soon
as a majority of such Board of Directors, consisting of not less than five (5)
members, can be assembled at the meeting required by this Section 10.2, or any
adjournment thereof, which adjournment can be effected at any time by a majority
vote of those in attendance; the Board of Directors as then constituted shall
(i) appoint such officers as may be required to transact the business of the
holding company to succeed the then appointed or acting officers who have been
incapacitated as a result of the emergency, and (ii) designate and authorize
temporary relocation and establishment of the main office any branch office of
the holding company which may have become wholly or partially unusable as a
result of the emergency conditions at any other office, branch, branch bank or
bank office of the holding company, or other location in the State of Georgia,
with any Federal Reserve Bank, Federal Home Loan Bank, banking institution or
branch (the "other bank") whereby the holding company shall act as agent for the
other bank or the other bank shall act as agent for the holding company and
perform temporarily any and all operations and functions thereof.
 
 10 . 3 Interim
Administration . Until
such time as the meeting of the Board of Directors required by Section 10.2 can
be held and action taken by it, and in the event either the President or the
officer of the holding company designated pursuant to Section 6.7 cannot be
located or is unable to continue normal executive duties, all perfunctory
matters ordinarily performed by the President may be performed by any Vice
President if such officer or officers have been designated, and if not, by the
Secretary of the holding company.
 
 10 . 4 Interim
Office . Until
such time as the meeting required by Section 10.2 can be held and action taken
by the Board of Directors as then constituted, and in the event that because of
damage or disaster the main office or any branch office of the holding company
becomes wholly or partially unusable, such main office or branch shall be
relocated at one of the following locations, if available and usable, and in the
following order:
 
 1.
    Habersham
      Bank, main office, Clarkesville, Georgia2.
    Habersham
      Bank, South Habersham office, Baldwin, Georgia3.
    Any
      other branch or location designated by the Acting
  President
 
 The
Acting President shall notify the State and Federal Regulatory Authority of any
such relocation of its main office or branches, as promptly as
possible.
 
 -13-
  ARTICLE
ELEVEN
 MISCELLANEOUS
 
 11 . 1  Inspection
of Books and Records . The
Board of Directors shall have power to determine which accounts, books and
records of the holding company shall be open to the inspection of shareholders,
except such accounts, books, and records that are specifically open to
inspection by law. The Board of Directors shall have power to fix reasonable
rules and regulations not in conflict with the applicable law for the inspection
of accounts, books and records which by law or by determination of the Board of
Directors shall be open to inspection.
 
  11 . 2  Fiscal
Year . The
fiscal year of the holding company shall be the calendar
year.
 
 11 . 3  Seal . The
corporate seal shall be in such form as the Board of Directors may from time to
time determine.
 
 11 . 4  Annual
Statements . The
holding company shall prepare such financial statements showing the results of
its operations during its fiscal year as shall be required by Regulations of the
Department of Banking and Finance. Upon receipt of written request, the holding
company promptly shall mail to any shareholder of record a copy of the most
recent such financial statements.
 
 11 . 5  Contracts,
Checks, Drafts, Reports, etc. Such of
the officers or employees of the holding company as may from time to time be
designated by the Board of Directors or by the Executive Committee shall have
power and authority to sign contracts, checks, drafts and like instruments and
to endorse checks, bills of exchange, orders, drafts and vouchers made payable
or endorsed to the holding company, whether in its own right or in any fiduciary
capacity. No officer or employee, however, may on behalf of the holding company,
execute or deliver any check, draft or other like instrument in favor of him or
herself; provided, further, that any officer elected by the Board of Director
may sign reports to the Department of Banking and Finance and such other State
and Federal agencies as may be filed, unless otherwise required by law or
regulation.
 
  11 . 6  Legal
Restrictions . All
matters covered in these bylaws shall be subject to such restrictions as shall
be imposed on this holding company by State an Federal laws and
regulations.
  ARTICLE
TWELVE
 AMENDMENTS
 
 12 . 1  Power
to Amend Bylaws . The
Board of Directors shall have power to alter, amend or repeal these bylaws or
adopt new bylaws, but any bylaws adopted by the Board of Directors may be
altered, amended or repealed, and new bylaws adopted, by the shareholders. The
shareholders may prescribe that any bylaw or bylaws adopted by them shall not be
altered, amended or repealed by the Board of Directors.
  -14-
 
 12 . 2  Conditions . Action
taken by the shareholders with respect to bylaws shall be taken by an
affirmative vote of a majority of all shares entitled to elect directors, and
action by the Board of Directors with respect to bylaws shall be taken by an
affirmative vote of a majority of all directors then holding
office.
 
 12 . 3  Inspection . A copy
of the bylaws, with all amendments thereto, shall at all times, be kept in a
convenient place in the principal office of the holding company and shall be
open to inspection by all shareholders during regular office hours. The
directors may furnish a copy of the bylaws, and amendments thereto, to all
shareholders, provided that all amendments and alterations by the Board of
Directors shall be furnished to the shareholders at the first meeting of the
shareholders thereafter.
 
 12 . 4  Filing . A copy
of the bylaws and all amendments, upon ratification by the shareholders or
directors, shall be filed with the Department of Banking and Finance within
forty-five (45) days of ratification.
  ARTICLE
THIRTEEN
 MINUTE
BOOK
 
 13 . 1  Minute
Book . The
charter of this holding company, all amendments thereof, these bylaws, all
amendments thereto, proceedings of all meetings of directors and of
stockholders, and reports of all committees shall be recorded in the minute book
and signed and attested by such persons as are designated by the Board of
Directors, stockholders or the members of the committees
designated.





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