Exhibit 3.2

                                     BYLAWS

                                       OF

                      TRANSCOMMUNITY FINANCIAL CORPORATION

                             As amended May 25, 2004


                                TABLE OF CONTENTS

                                                                    Page

ARTICLE I - SHARES ...............................................    1
  Section     1.   Certificates...................................    1
  Section     2.   Signatures.....................................    1
  Section     3.   Duplicate Certificates.........................    1
  Section     4.   Transfer of Shares.............................    2
  Section     5.   Restrictions on Transfer.......................    2

ARTICLE II - SHAREHOLDERS.........................................    2
  Section     1.   Holders of Shares..............................    2
  Section     2.   Meetings Generally.............................    2
  Section     3.   Annual Meetings................................    3
  Section     4.   Special Meetings...............................    3
  Section     5.   Notice.........................................    3
  Section     6.   Waiver of Notice...............................    4
  Section     7.   Action Without Meeting.........................    5
  Section     8.   Determination of Shareholders of Record........    5
  Section     9.   Conduct of Meetings............................    6
  Section    10.   Proxies........................................    6
  Section    11.   Procedure at Meetings..........................    6
  Section    12.   Quorum and Voting..............................    7
  Section    13.   Adjournments...................................    7

ARTICLE III - DIRECTORS...........................................    7
  Section     1.   General Powers.................................    7
  Section     2.   Number and Qualifications......................    8
  Section     3.   Regular Meetings...............................    8
  Section     4.   Special Meetings...............................    8
  Section     5.   Notice.........................................    9
  Section     6.   Waiver of Notice...............................    9
  Section     7.   Action Without Meeting.........................    9
  Section     8.   Conduct of Meetings............................   10
  Section     9.   Procedure at Meetings..........................   10
  Section    10.   Participation by Conference Telephone..........   10
  Section    11.   Quorum.........................................   10
  Section    12.   Committees.....................................   11
  Section    13.   Staggered Terms................................   11
  Section    14.   Removal........................................   12
  Section    15.   Vacancies......................................   12
  Section    16.   Nominations of Director Candidates.............   12
  Section    17.   Shareholder Proposals..........................   14
  Section    18.   Resignation....................................   15
  Section    19.   Conflicts of Interest..........................   15

ARTICLE IV - OFFICERS.............................................   16
  Section     1.   Generally......................................   16
  Section     2.   Chief Executive Officer........................   16
  Section     3.   President and Vice Presidents..................   17
  Section     4.   Secretary......................................   17
  Section     5.   Treasurer......................................   17
  Section     6.   Delegation of Power............................   18
  Section     7.   Term of Office.................................   18
  Section     8.   Resignation....................................   18
  Section     9.   Removal........................................   18
  Section    10.   Execution of Instruments.......................   19
  Section    11.   Proxies........................................   19

ARTICLE V - SEAL   ...............................................   20

ARTICLE VI - AMENDMENTS...........................................   20




<PAGE> 1


                                     BYLAWS

                                       OF

                      TRANSCOMMUNITY FINANCIAL CORPORATION

                                    ARTICLE I

                                     SHARES

      Section 1. Certificates. All shares issued by the Corporation shall, when
fully paid, be represented by certificates in such form as may be required by
law and approved by the Board of Directors. Share certificates shall, subject to
the provisions of Section 2 of this Article, be signed by the President or a
Vice President and by the Treasurer or an Assistant Treasurer or the Secretary
or an Assistant Secretary or any other officer authorized by resolution of the
Board of Directors. Each share certificate may, but need not, be sealed with the
seal of the Corporation or a facsimile thereof.

      Section 2. Signatures. The signatures of the officers upon a share
certificate may be facsimiles if the certificate is countersigned by a transfer
agent, or registered by a registrar, other than the Corporation itself or an
employee of the Corporation. If any person who signed, either manually or by
facsimile, a share certificate no longer holds office when such certificate is
issued, the certificate is nevertheless valid.

      Section 3. Duplicate Certificates. In case of the loss, mutilation or
destruction of a share certificate, a duplicate may be issued upon such terms,
and bearing such legend, if any, as the Board of Directors may lawfully
prescribe.


<PAGE> 2

      Section 4. Transfer of Shares. A transfer of shares shall be made on the
share transfer books of the Corporation only upon surrender of the certificates
representing the shares transferred, endorsed or accompanied by a written
assignment signed by the holder of record or by his duly authorized
attorney-in-fact. The Board of Directors may from time to time make such
reasonable regulations governing the transfer of shares as it may deem necessary
or proper.

      Section 5. Restrictions on Transfer. A transfer of shares shall be made
only in accordance with any provision of the articles of incorporation or these
bylaws or an agreement among the shareholders or between the shareholders and
the Corporation that imposes restrictions on the transfer of shares.

                                   ARTICLE II
                                  SHAREHOLDERS
      Section 1. Holders of Shares. Only shareholders of record on the share
transfer books of the Corporation shall be entitled to be treated by the
Corporation as the holders of the shares standing in their respective names,
and, except to the extent, if any, required by law, the Corporation shall not be
obligated to recognize any equitable or other claim to or interest in any share
on the part of any other person, whether or not it shall have express or other
notice hereof.

      Section 2. Meetings Generally. Meetings of shareholders shall be held at
the registered office or the principal office of the Corporation or at such
other place, within or without the Commonwealth of Virginia, as the Board of


<PAGE> 3

Directors may designate from time to time. At least ten days before each
meeting, the officer or agent having charge of the share transfer books of the
Corporation shall prepare a complete list of the shareholders entitled to vote
at such meeting or any adjournment thereof, with the address and number of
shares held by each, arranged by voting group and within each voting group by
class or series of shares. For a period of ten days prior to the meeting the
list of shareholders kept on file at the registered office or the principal
office of the Corporation or at the office of its transfer agent or registrar
shall be subject to inspection by any shareholders at any time during usual
business hours. Such list shall also be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any shareholder
during the whole time of the meeting for the purposes thereof.

      Section 3. Annual Meetings. An annual meeting of the shareholders shall be
held on the last Tuesday in May of each year, or on such other date set by the
Board of Directors, for the purpose of electing directors and transacting such
other business as may properly come before the meeting.

      Section 4. Special Meetings. A special meeting of the shareholders shall
be held on the call of the Chairman of the Board of Directors, the Chief
Executive Officer or the Board of Directors.

      Section 5. Notice. Written notice of the date, time and place of the
meeting and, in the case of a special meeting (or if required by law, the

<PAGE> 4

articles of incorporation or these bylaws), the purpose or purposes for which
the meeting is called shall be given to each shareholder entitled to vote at the
meeting. Such notice shall be given either by personal delivery or by mail, by
or at the direction of the officer or persons calling the meeting, not more than
60 days nor less than ten days before the date of the meeting (except that such
notice shall be given to each shareholder, whether or not entitled to vote, not
less than 25 days before a meeting called to act on an amendment to the articles
of incorporation, a plan of merger or share exchange, a proposed sale, lease,
exchange or other disposition of all, or substantially all, of the property of
the Corporation other than in the usual and regular course of business, or the
dissolution of the Corporation, which notice shall be accompanied by a copy of
the proposed amendment, plan of merger or share exchange, agreement of sale or
plan of dissolution, as the case may be). Notice to a shareholder shall be
deemed given when mailed postage prepaid, correctly addressed, to the
shareholder at his address as shown in the current record of shareholders of the
Corporation.

      A shareholder's attendance at a meeting waives objection to: (i) lack of
notice or defective notice of the meeting, unless at the beginning of the
meeting he objects to holding the meeting or transacting business at the
meeting; and (ii) consideration of a particular matter at the meeting that is
not within the purpose or purposes described in the notice of the meeting,
unless he objects to considering the matter when it is presented.

      Section 6. Waiver of Notice. Notice of any meeting may be waived before or
after the date and time of the meeting in a writing signed by the shareholder
entitled to notice and delivered to the Secretary for inclusion in the minutes
of the meeting or filing with the corporate records.

<PAGE> 5

      Section 7. Action Without Meeting. Any action required or permitted by law
to be taken at a shareholders' meeting may be taken without a meeting if the
action is taken by all of the shareholders entitled to vote on the action. The
action shall be evidenced by one or more written consents describing the action
taken, signed by all the shareholders entitled to vote thereon and delivered to
the Secretary for inclusion in the minutes or filing with the corporate records.

      Section 8. Determination of Shareholders of Record. The share transfer
books may be closed by order of the Board of Directors for not more than 70 days
for the purpose of determining shareholders entitled to notice of or to vote at
any meeting of the shareholders or any adjournment thereof (or entitled to
receive any distribution or in order to make a determination of shareholders for
any other purpose). In lieu of closing such books, the Board of Directors may
fix in advance as the record date for any such determination a date not more
than 70 days before the date on which such meeting is to be held (or such
distribution made or other action requiring such determination is to be taken).
If the books are not thus closed or the record date is not thus fixed, the
record date shall be the close of business on the day before the effective date
of the notice to shareholders.

<PAGE> 6

      Section 9. Conduct of Meetings. The Chief Executive Officer shall act as
chairman of and preside over meetings of the shareholders. In the absence of the
Chief Executive Officer, the meeting shall elect a chairman. The Secretary, or
in his absence the Assistant Secretary, shall act as the secretary of such
meetings. If no such officer is present, the chairman shall appoint a secretary
of the meeting. The order of business at the annual meeting of shareholders, and
as far as is practicable at any other meetings of the shareholders, shall be
determined by the chairman.

      Section 10. Proxies. A shareholder may appoint a proxy to vote or
otherwise act for him by signing and dating an appointment form, either
personally or by his attorney-in-fact. No appointment of proxy shall be valid
after the expiration of 11 months from the date of its execution, unless
otherwise provided therein. Every appointment of proxy shall be revocable by the
shareholder executing it, unless the appointment form conspicuously states that
it is irrevocable and that it is coupled with an interest in accordance with
law.

      Section 11. Procedure at Meetings. The procedure at meetings of the
shareholders shall be determined by the chairman, and (subject to the provisions
of Section 9 of this Article) the vote on all questions before any meeting shall
be taken in such manner as the chairman prescribes. However, upon the demand of
the holders in the aggregate of at least twenty percent of all the votes
entitled to be cast on any issue proposed to be considered at the meeting, such
vote shall be by ballot.

<PAGE> 7

      Section 12. Quorum and Voting. A quorum at any meeting of shareholders
shall be a majority of the votes entitled to be cast, represented in person or
by proxy. If a quorum exists, action on a matter is approved by a majority of
the votes cast within the voting group, unless a greater vote is required by law
or the articles of incorporation (except that in elections of directors those
receiving the greatest number of votes shall be elected even though less than a
majority).

      Section 13. Adjournments. A majority of the votes entitled to be cast at
any meeting, represented in person or by proxy, even though less than a quorum,
may adjourn the meeting to a fixed time and place. If a meeting of the
shareholders is adjourned to a date more than 120 days after the date fixed for
the original meeting, notice of the adjourned meeting shall be given as in the
case of the original meeting. If a meeting is adjourned for less than 120 days,
no notice of the date, time or place of the adjourned meeting or, in the case of
a special meeting, the purpose or purposes for which the meeting is called, need
be given other than by announcement at the meeting at which the adjournment is
taken, prior to such adjournment. If a quorum shall be present at any adjourned
meeting, any business may be transacted which might have been transacted if a
quorum had been present at the meeting as originally called.

                                   ARTICLE III
                                    DIRECTORS
      Section 1. General Powers. Except as expressly provided in the articles of
incorporation or these bylaws, all corporate powers shall be exercised by or
under the authority of, and the business and affairs of the Corporation managed
under the direction of, the Board of Directors.

<PAGE> 8

      Section 2. Number and Qualifications. The Board of Directors shall consist
of a minimum of 3 and a maximum of 15 individuals. No director may be nominated
for election or elected if on the date of his election he has or would have
attained the age of 70 years. Directors need not be residents of Virginia or
shareholders of the Corporation. Directors shall be elected at each annual
meeting of the shareholders and may be elected at any special meeting of the
shareholders.

      Section 3. Regular Meetings. Regular meetings of the Board of Directors
may be held without notice at the registered office or principal office of the
Corporation or at such other place, within or without the Commonwealth of
Virginia, as the Board of Directors may designate from time to time. A regular
meeting of the Board of Directors shall be held as soon as practicable after
each annual meeting of the shareholders for the purpose of appointing officers
and transacting such other business as may properly come before the meeting.

      Section 4. Special Meetings. Special meetings of the Board of Directors
may be called at any time by the Chairman of the Board, the Chief Executive
Officer or any 2 of the directors.

<PAGE> 9

      Section 5. Notice. Written notice of the date, time and place of special
meetings shall be given to each director either by personal delivery or by mail,
by or at the direction of the officer or directors calling the meeting, to the
address of such director as it appears in the records of the Corporation not
less than ten days before the date of the meeting. Neither the business to be
transacted at, nor the purpose of, any meeting of the Board of Directors need be
specified in the notice or any waiver of notice of such meeting.

      A director's attendance at or participation in a meeting waives any
required notice to him of the meeting unless he 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 the action
taken at the meeting.

      Section 6. Waiver of Notice. Notice of any meeting may be waived before or
after the date and time of the meeting in a writing signed by the director
entitled to notice and delivered to the Secretary of the Corporation for
inclusion in the minutes of the meeting or filing with the corporate records.

      Section 7. Action Without Meeting. Any action required or permitted by law
to be taken at a meeting of the Board of Directors may be taken without a
meeting if the action is taken by all of the members of the Board of Directors.
The action shall be evidenced by one or more written consents stating the action
taken, signed by each director either before or after the action taken, and
included in the minutes or filed with the corporate records reflecting the
action taken.

<PAGE> 10

      Section 8. Conduct of Meetings. The Chairman of the Board shall act as
chairman of and preside over meetings of the Board of Directors. If no such
officer is present, the meeting shall elect a chairman. The Secretary, or in his
absence the Assistant Secretary, shall act as secretary of such meetings. If no
such officer is present, the chairman shall appoint a secretary of the meeting.

      Section 9. Procedure at Meetings. The procedure at meetings of the Board
of Directors shall be determined by the chairman, and (subject to the provisions
of Section 17 of this Article) the vote on all matters before any meeting shall
be taken in such manner as the chairman may prescribe.

      Section 10. Participation by Conference Telephone. The Board of Directors
may permit any or all directors to participate in a meeting of the directors by,
or conduct the meeting through the use of, conference telephone or any other
means of communication by which all directors participating may simultaneously
hear each other during the meeting. A director participating in a meeting by
such means shall be deemed to be present in person at the meeting.

      Section 11. Quorum. A quorum at any meeting of the Board of Directors
shall be a majority of the number of directors fixed or prescribed by these
bylaws or, if no number is prescribed, the number of directors in office
immediately before the meeting begins. The affirmative vote 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.

<PAGE> 11

      Section 12. Committees. The Board of Directors may create one or more
committees and appoint two or more members of the board to serve on them at the
pleasure of the Board of Directors. Any such committee, to the extent specified
by the Board of Directors, may exercise the authority that may be exercised by
the Board of Directors except to the extent prohibited or restricted by law, the
articles of incorporation or these bylaws.

      The provisions of Sections 3 through 11 of this Article, which provide
for, among other things, meetings, action without meetings, notice and waiver of
notice, quorum and voting requirements of the Board of Directors, shall apply to
committees and their members as well.

      Section 13. Staggered Terms. The Board of Directors shall be divided into
three classes, Class I, Class II, and Class III as nearly equal in number as
possible. Directors of the first class (Class I) shall be elected to hold office
for a term expiring at the 2002 annual meeting of the shareholders; directors of
the second class (Class II) shall be elected for a term expiring at the 2003
annual meeting of the shareholders, and directors of the third class (Class III)
shall be elected to hold office for a term expiring at the 2004 annual meeting
of shareholders. The successors to the class of directors whose terms expire
shall be identified as being of the same class as the directors they succeed and
elected to hold office for a term expiring at the third succeeding annual
meeting of shareholders. When the number of directors is changed, any newly
created directorships or any decrease in directorships shall be apportioned
among the classes by the Board of Directors as to make all classes as nearly
equal in number as possible.

<PAGE> 12

      Section 14 Removal. Directors of the Corporation may be removed only for
cause and with the affirmative vote of at least two-thirds of the outstanding
shares entitled to vote.

      Section 15 Vacancies. If the office of any director shall become vacant,
the directors at the time in office, whether or not a quorum, may, by majority
vote of the directors then in office, choose a successor who shall hold office
until the next annual meeting of shareholders. In such event, the successor
elected by the shareholders at that annual meeting shall hold office for a term
that shall coincide with the remaining term of the class of directors to which
that person has been elected. Vacancies resulting from the increase in the
number of directors shall be filled in the same manner.

      Section 16. Nominations of Director Candidates. The Board of Directors may
nominate directors by resolution at any time prior to solicitation of proxies
for the annual meeting of shareholders. Any shareholder entitled to vote in the
election of directors generally may nominate one or more persons for election as
directors at a meeting, but only if written notice of such shareholder's intent
to make such nomination(s) has been given, either by personal delivery or by

<PAGE> 13

United States mail, postage prepaid, to the Secretary of the Corporation not
less than thirty (30) days (not less than fifteen (15) days in the case of the
2002 annual meeting) prior to the first anniversary date of the initial notice
given to shareholders of record on the record date for the previous annual
meeting by or at the direction of the Board of Directors, provided, however,
that such notice shall not be required to be given more than ninety (90) days
prior to the annual meeting of shareholders. Each such notice of a shareholder's
intention to make nomination(s) shall set forth: (a) the name and address of the
shareholder who intends to make the nomination of the person(s) and of the
person(s) to be nominated; (b) a representation that the shareholder is the
owner of stock of the Corporation entitled to vote at such meeting and intends
to appear in person or by proxy at the meeting to nominate the person(s)
specified in the notice; (c) a description of all arrangements or understandings
between the shareholder and each nominee for director and any other person(s)
(naming such person(s)) pursuant to which the nomination(s) are to be made by
the shareholder; (d) such other information regarding such nominee proposed by
such shareholder as would be required to be included in a proxy statement filed
pursuant to the proxy rules of the Securities and Exchange Commission, had the
nominee been nominated, or intended to be nominated, by the Board of Directors,
including, but not limited to, the amount and nature of his beneficial ownership
of the Corporation's securities, his principal occupation for the past five
years and his age; and (e) the written consent of each nominee to serve as a
director of the Corporation if so elected. The presiding officer at any meeting
may refuse to acknowledge the nomination of any person not made in compliance
with the foregoing sentence.

<PAGE> 14

      Section 17. Shareholder Proposals. (a) Eligible shareholders shall submit
proposals for inclusion in the proxy materials for consideration at annual
meetings of the Corporation in accordance with the rules and regulations of the
Securities and Exchange Commission as set forth in the Securities Exchange Act
of 1934 (the "1934 Act"). A proponent may submit no more than one proposal that,
with a supporting statement, shall not exceed in the aggregate 500 words. At the
time of submitting any such proposal, the proponent shall set forth his name and
address and shall be a record or beneficial owner of at least 1% or $1,000 in
market value of securities entitled to be voted at the meeting. The proponent
shall have held such securities for at least one year, and he shall continue to
own such securities through the date on which the meeting is held. At the time
of submission of the proposal, the Corporation shall receive from the proponent
documentary evidence which supports such beneficial ownership in the form
prescribed under Rule 14a-8 of the 1934 Act, as amended, or any successor
statute or regulation.

      (b) Such proposal must be by written notice, either by personal delivery
or by United States mail, postage prepaid, to the Secretary of the Corporation
not less than one hundred twenty (120) days prior to the first anniversary date
of the initial notice given to shareholders of record on the record date for the
previous annual meeting by or at the direction of the Board of Directors,
provided, however, that if the date of the annual meeting has been changed by
more than 30 days from the date of the previous year's annual meeting, such
notice shall be required to be given not less than ninety (90) days (not less
than sixty (60) days with respect to the 2002 annual meeting) nor more than one
hundred twenty (120) days prior to the date set for such annual meeting of
shareholders.

<PAGE> 15

      (c) The Corporation shall not be required to include the proposal in its
proxy statement or form of proxy unless the proponent has complied with the
requirements of the 1934 Act and this section. In addition, the presiding
officer at the meeting may refuse to acknowledge the proposal by any person that
is not made in compliance with the foregoing.

      Section 18. Resignation. A director may resign at any time by delivering
written notice to the Board of Directors, the President or the Secretary. A
resignation shall be effective when delivered, unless the notice specifies a
later effective date.

      Section 19. Conflicts of Interest. No transaction with the Corporation in
which a director has a direct or indirect personal interest shall be void or
voidable solely because of the director's interest in the transaction if: (i)
the material facts of the transaction and the director's interest are disclosed
or known to the Board of Directors or a committee of the Board of Directors, and
the transaction was authorized, approved or ratified by the affirmative vote of
a majority of the directors on the Board of Directors, or on the committee, who
have no direct or indirect personal interest in the transaction; provided,
however, that a transaction shall not be authorized, approved or ratified by a
single director; or (ii) the material facts of the transaction and the
director's interest are disclosed to the shareholders entitled to vote, and the
transaction is authorized, approved or ratified by the vote of a majority of the
shares other than shares owned by or voted under the control of a director who
has a direct or indirect interest in the transaction; or (iii) the transaction
is fair to the Corporation.

<PAGE> 16
                                   ARTICLE IV
                                    OFFICERS
      Section 1. Generally. The officers of the Corporation shall be a Chief
Executive Officer, a President and such Vice Presidents or Assistant Vice
Presidents as the Board of Directors may appoint, a Secretary and a Treasurer,
each of whom shall be appointed by the Board of Directors at a regular meeting
of the directors held as soon as may be practicable after each annual meeting of
the shareholders or, if a vacancy shall exist in any such office, at a special
meeting of the directors held as soon as may be practicable after the
resignation, death or removal of the officer theretofore holding the same. The
Board of Directors may from time to time, appoint other officers and assistant
officers and fill any vacancy that may exist in any such office as a result of
the resignation, death or removal of the officer theretofore holding the same.
Any officer may hold more than one office and may, but need not, be a director.
Each officer shall have the authority and perform the duties which pertain to
the office held by him, or as set forth in these bylaws or, to the extent
consistent with these bylaws, such duties as may be prescribed by the Board of
Directors, the Chairman of the Board of Directors or the President.

      Section 2. Chief Executive Officer. The Chief Executive Officer shall have
general supervision over, responsibility for and control of the other officers,
agents and employees of the Corporation. The Chief Executive Officer shall act
as chairman of and preside over meetings of the shareholders and directors,
unless the Board appoints another director to be chairman, and shall perform, to
the extent consistent with these bylaws, such duties as may be required of, or
conferred upon, him by the Board of Directors.

<PAGE> 17

      Section 3. President and Vice Presidents. President and each Vice
President shall perform, to the extent consistent with these bylaws, such duties
as may be prescribed by the Board of Directors or Chief Executive Officer. In
the event of and during the absence, disqualification or inability to act of the
Chief Executive Officer, the President, shall have the authority and perform the
duties of the Chief Executive Officer.

      Section 4. Secretary. The Secretary shall have the responsibility for
preparing and maintaining custody of minutes of meetings of the shareholders and
directors in a book or books kept for that purpose and the responsibility for
authenticating records of the Corporation. The Secretary shall maintain a record
of shareholders of the Corporation, giving the names and addresses of all
shareholders and the numbers, classes and series of the shares held by each and,
unless otherwise prescribed by the Board of Directors, shall maintain the share
transfer books of the Corporation.

      Section 5. Treasurer. The Treasurer shall be the chief financial officer
of the Corporation. The Treasurer shall have the custody of all moneys and
securities of the Corporation and shall deposit the same in the name and to the
credit of the Corporation in such depositories as may be designated by the Board
of Directors and, unless otherwise prescribed by the Board of Directors or the
Chief Executive Officer, shall maintain the books of account and financial
records.

<PAGE> 18

      Section 6. Delegation of Power. In the event of and during the absence,
disqualification or inability to act of any officer other than the Chief
Executive Officer, such other officers or employees as may be designated by the
Board of Directors or by the Chief Executive Officer shall have the authority
and perform the duties of such officer.

      Section 7. Term of Office. Each officer shall be appointed to hold office
until the first regular meeting of the Board of Directors held after each annual
meeting of the shareholders, or for such longer or shorter term as the Board of
Directors may specify, and until his successor shall have been appointed or such
earlier time as he shall resign, die or be removed.

      Section 8. Resignation. An officer may resign at any time by delivering
written notice to the Board of Directors, the President or the Secretary. A
resignation shall be effective when delivered unless the notice specifies a
later effective date.

      Section 9. Removal. Any officer may be removed, with or without cause, at
any time by the Board of Directors and any officer or assistant officer, if
appointed by another officer, may likewise be removed by such officer.

<PAGE> 19

      Section 10. Execution of Instruments. Checks, drafts, notes and orders for
the payment of money shall be signed by such officer or officers or such other
individual or individuals as the Board of Directors may from time to time
authorize, and any endorsement of such paper in the ordinary course of business
shall be similarly made, except that any officer or assistant officer of the
Corporation may endorse checks, drafts or notes for collection or deposit to the
credits of the Corporation. The signature of any such officer or other
individual may be a facsimile when authorized by the Board of Directors.

      Section 11. Proxies. Unless otherwise prescribed by the Board of
Directors, the President may from time to time himself, by such proxy or
proxies, attorney or attorneys, agent or agents of the Corporation as he shall
designate in the name and on behalf of the Corporation, cast the votes to which
the Corporation may be entitled as a shareholder or otherwise in any other
corporation, at meetings, or consent in writing to any action by any such other
corporation; and he may instruct the individual or individuals so appointed as
to the manner of casting such votes or giving such consent, and execute or cause
to be executed on behalf of the Corporation such written proxies, consents,
waivers or other instruments as he may deem necessary or desirable.

                                    ARTICLE V
                                      SEAL
      The seal of the Corporation shall be a flat-face circular die containing
the name of the Corporation, of which there may be any number of counterparts or
facsimiles, in such form as the Board of Directors shall from time to time
adopt.

<PAGE> 20
                                   ARTICLE VI

                                   AMENDMENTS
      These bylaws may be amended or repealed by the Board of Directors except
to the extent that: (i) this power is reserved exclusively to the shareholders
by law or the articles of incorporation; or (ii) the shareholders in adopting or
amending particular bylaws provide expressly that the Board of Directors may not
amend or repeal the same. These bylaws may be amended or repealed by the
shareholders even though the same also may be amended or repealed by the Board
of Directors.


ADOPTED:  May 25, 2004


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