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                                                                     Exhibit 3.2

                                     BYLAWS



                                       OF


                            VINEYARD NATIONAL BANCORP



                            A CALIFORNIA CORPORATION
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                                TABLE OF CONTENTS

                                                                            Page
                                                                            ----
ARTICLE I:                 Offices...........................................  1

 Section 1.                Principal Executive or Business Offices...........  1
 Section 2.                Other Offices.....................................  1

ARTICLE II:                Meetings of Shareholders .........................  1

 Section 1.                Place of Meetings ................................  1
 Section 2                 Annual Meetings ..................................  1
 Section 3.                Special Meetings .................................  1
 Section 4.                Notice of Shareholders' Meetings .................  2
 Section 5.                Manner of Giving Notice: Affidavit
                           Of Notice ........................................  3
 Section 6.                Quorum ...........................................  3
 Section 7.                Adjourned Meeting; Notice ........................  4
 Section 8.                Voting ...........................................  4
 Section 9.                Waiver of Notice or Consent
                           By Absent Shareholders ...........................  5
 Section 10.               Shareholder Action by Written Consent
                           Without A Meeting ................................  6
 Section 11.               Record Date for Shareholder Notice
                           Of Meeting, Voting, and Giving Consent ...........  7
 Section 12.               Proxies ..........................................  8
 Section 13.               Inspectors of Election ...........................  8

ARTICLE III                Directors ........................................  9

 Section 1.                Powers ...........................................  9
 Section 2.                Number and Qualification of Directors ............ 10
 Section 3.                Election and Term of Office of Directors ......... 10
 Section 4.                Vacancies ........................................ 10
 Section 5.                Place of Meetings; Telephone Meetings ............ 11
 Section 6.                Annual Directors' Meeting ........................ 11
 Section 7.                Other Regular Meetings ........................... 12
 Section 8.                Special Meetings ................................. 12
 Section 9.                Quorum ........................................... 12
 Section 10.               Waiver of Notice ................................. 12
 Section 11.               Adjournment to Another Time or Place ............. 13
 Section 12.               Notice of Adjourned Meeting ...................... 13
 Section 13.               Action Without a Meeting ......................... 13
 Section 14                Fees and Compensation of Directors ............... 13

ARTICLE IV:                Committees ....................................... 13

 Section 1.                Executive and Other Committees
                           Of the Board ..................................... 13
 Section 2.                Meetings and Action of Committees ................ 14


                                       i
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ARTICLE V:                 Officers ......................................... 14

 Section 1.                Officers ......................................... 14
 Section 2.                Election of Officers ............................. 15
 Section 3.                Subordinate Officers ............................. 15
 Section 4.                Removal and Resignation of Officers .............. 15
 Section 5.                Vacancies in Offices ............................. 15
 Section 6.                Chairman of the Board ............................ 16
 Section 7.                President ........................................ 16
 Section 8.                Vice Presidents .................................. 16
 Section 9.                Secretary ........................................ 16
 Section 10.               Chief Financial Officer .......................... 17

ARTICLE VI:                Indemnification of Directors, Officers,
                           And Other Agents ................................. 18

ARTICLE VII:               Records and Reports .............................. 18

 Section 1.                Maintenance of Shareholder Record
                           And Inspection by Shareholders ................... 18
 Section 2.                Maintenance and Inspection of Bylaws ............. 19
 Section 3.                Maintenance and Inspection of Minutes
                           And Accounting Records ........................... 19
 Section 4.                Inspection by Directors .......................... 20
 Section 5.                Annual Report to Shareholders .................... 20
 Section 6.                Financial Statements ............................. 20
 Section 7.                Annual Statement of General Information .......... 21

ARTICLE VIII:              General Corporate Matters ........................ 21

 Section 1.                Record Date for Purposes Other
                           Than Notice and Voting ........................... 21
 Section 2.                Authorized Signatories for Checks ................ 22
 Section 3.                Executing Corporate Contracts
                           And Instruments .................................. 22
 Section 4.                Certificates for Shares .......................... 22
 Section 5.                Lost Certificates ................................ 23
 Section 6.                Shares of Other Corporations: How Voted .......... 23
 Section 7.                Reimbursement of Corporation
                           If Payment Not Tax Deductible .................... 24
 Section 8.                Construction and Definitions ..................... 24

ARTICLE IX:                Amendments ....................................... 24

 Section 1.                Amendment by Board of Directors
                           Or Shareholders .................................. 24

Certificate of Secretary .................................................... 25


                                       ii
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                                     BYLAWS

                                       OF
                            VINEYARD NATIONAL BANCORP

                                    ARTICLE I
                                     Offices

         Section 1. Principal Executive or Business Offices. The Board of
Directors shall fix the location of the principal executive office of the
corporation at any place within or outside the State of California. If the
principal office is located outside California and the corporation has one or
more business offices in California, the board shall fix and designate a
principal business office in California.

                  The principal executive office of the corporation is hereby
fixed and located at: 9590 Foothill Blvd., Ranch Cucamonga, California 91730.

         Section 2. Other Offices. Branch or subordinate offices may be
established at any time and at any place by the Board of Directors.

                                   ARTICLE II
                            Meetings of Shareholders

         Section 1. Place of Meetings. Meetings of shareholders shall be held at
any place within or outside the State of California designated by the Board of
Directors. In the absence of a designation by the board, shareholders' meetings
shall be held at the corporation's principal executive office.

         Section 2. Annual Meetings. The annual meeting of the shareholders
shall be held on the last Wednesday of the month of September in each year. If,
however, this day falls on a legal holiday, then the meeting shall be held at
the same time and place on the next succeeding full business day. At this
meeting, directors shall be elected and any other proper business within the
power of the shareholders may be transacted.

         Section 3. Special Meetings. A special meeting of the shareholders may
be called at any time by the Board of Directors, by the chairman of the board,
by the president, or vice president, or by one or more shareholders holding
shares


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that in the aggregate are entitled to cast ten (10) percent or more of the votes
at that meeting.

                  If a special meeting is called by anyone other than the Board
of Directors, the person or persons calling the meeting shall make a request in
writing, delivered personally, or sent by registered mail or by telegraphic or
other facsimile transmission, to the chairman of the board or the president,
vice president, or secretary, specifying the time and date of the meeting (which
is not less than 35 nor more than 60 days after receipt of the request) and the
general nature of the business proposed to be transacted. Within 20 days after
receipt, the officer receiving the request shall cause notice to be given to the
shareholders entitled to vote, in accordance with Sections 4 and 5 of this
Article II, stating that a meeting will be held at the time requested by the
person(s) calling the meeting, and stating the general nature of the business
proposed to be transacted. If notice is not given within 20 days after receipt
of the request, the person or persons requesting the meeting may give the
notice. Nothing contained in this paragraph shall be construed as limiting,
fixing, or affecting the time when a meeting of shareholders called by action of
the boar may be held.

         Section 4. Notice of Shareholders' Meetings. All notices of meetings of
shareholders shall be sent or otherwise given in accordance with Section 5 of
this Article II not fewer than 10 nor more than 60 days before the date of the
meeting. Shareholders entitled to notice shall be determined in accordance with
Section 11 of this Article II. The notice shall specify the place, date, and
hour of the meeting, and (a) in the case of a special meeting, the general
nature of the business to be transacted, or (b) in the case of the annual
meeting, those matters which the Board of Directors, at the time of giving the
notice, intends to present for action by the shareholders. If directors are to
be elected, the notice shall include the names of all nominees whom the board
intends, at the time of the notice, to present for election.

                  The notice shall also state the general nature of any proposed
action to be taken at the meeting to approve any of the following matters:

                  a.  A transaction in which a director has a financial 
interest, within the meaning of Section 310 of the California Corporations Code;

                  b.  An amendment of the articles of incorporation under 
Section 902 of that Code;


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                  c.  A reorganization under Section 1201 of that Code;


                  d.  A voluntary dissolution under Section 1900 of that Code; 
or

                  e.  A distribution in dissolution that requires approval of 
the outstanding shares under Section 2007 of that Code.

         Section 5. Manner of Giving Notice: Affidavit of Notice. Notice of any
shareholders' meeting shall be given either personally or by first-class mail or
telegraphic or other written communication, charges prepaid, addressed to the
shareholder at the address appearing on the corporation's books or given by the
shareholder to the corporation for purposes of notice. If no address appears on
the corporation's books or has been given as specified above, notice shall be
either (1) sent by first-class mail addressed to the shareholder at the
corporation's principal executive office, or (2) published at least once in a
newspaper of general circulation in the county where the corporation's principal
executive office is located. Notice is deemed to have been given at the time
when delivered personally or deposited in the mail or sent by other means of
written communication.

                  If any notice or report mailed to a shareholder at the address
appearing on the corporation's books is returned marked to indicate that the
United States Postal Service is unable to deliver the document to the
shareholder at that address, all future notices or reports shall be deemed to
have been duly given without further mailing if the corporation holds the
document available for the shareholder on written demand at the corporation's
principal executive office for a period of one year from the date the notice or
report was given to all other shareholders.

                  An affidavit of the mailing, or other authorized means of
giving notice or delivering a document, of any notice of shareholders' meeting,
report, or other document sent to shareholders may be executed by the
corporation's secretary, assistant secretary, or transfer agent, and shall be
filed and maintained in the minute book of the corporation.

         Section 6. Quorum. The presence in person or by proxy of the holders of
a majority of the shares entitled to vote at any meeting of the shareholders
shall constitute a quorum for the transaction of business. The shareholders
present at a 

                                                         
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duly called or held meeting at which a quorum is present may continue to do
business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum, if any action taken (other than
adjournment) is approved by at least a majority of the shares required to
constitute a quorum.

         Section 7. Adjourned Meeting; Notice. Any shareholders' meeting, annual
or special, whether or not a quorum is present, may be adjourned from time to
time by the vote of the majority of the shares represented at that meeting,
either in person or by proxy, but in the absence of a quorum, no other business
may be transacted at that meeting, except as provided in Section 6 of this
Article II.

                  When any meeting of shareholders, either annual or special, is
adjourned to another time or place, notice of the adjourned meeting need not be
given if the time and place are announced at the meeting at which the
adjournment is taken, unless a new record date for the adjourned meeting is
fixed, or unless the adjournment is for more than 45 days from the date set for
the original meeting, in which case the board of Directors shall set a new
record date. Notice of any such adjourned meeting, if required, shall be given
to each shareholder of record entitled to vote at the adjourned meeting, in
accordance with Sections 4 and 5 of this Article II. At any adjourned meeting,
the corporation may transact any business that might have been transacted at the
original meeting.

         Section 8. Voting. The shareholders entitled to vote at any meeting of
shareholders shall be determined in accordance with Section 11 of this Article
II, subject to the provisions of Sections 702 through 704 of the California
Corporations Code (relating to voting shares held by a fiduciary, in the name of
a corporation, or in joint ownership). Unless the Articles of Incorporation
provide for more or less than one vote per share, and subject to the following
provisions with respect to voting on election of directors, each outstanding
share, regardless of class, shall be entitled to one vote on each matter on
which such share is entitled to be voted.

                  The shareholders' vote may be by voice vote or by ballot,
provided, however, that any election for directors must be by ballot if demanded
by any shareholder before the voting has begun. On any matter other than the
election of directors, any shareholder may vote part of the shares in favor of
the proposal and refrain from voting the remaining shares or vote them against
the proposal, but, if the shareholder fails to specify the number of shares that
the


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shareholder is voting affirmatively, it will be conclusively presumed that the
shareholder's approving vote is with respect to all shares that the shareholder
is entitled to vote. If a quorum is present (or if a quorum has been present
earlier at the meeting but some shareholders have withdrawn), the affirmative
vote of a majority of the shares represented and voting, provided such shares
voting affirmatively also constitute a majority of the number of shares required
for a quorum, shall be the act of the shareholders unless the vote of a greater
number or voting by classes is required by law or by the Articles of
Incorporation.

                  At a shareholders' meeting at which directors are to be
elected, no shareholder shall be entitled to cumulate votes (i.e., cast for any
candidate a number of votes greater than the number of votes which that
shareholder normally would be entitled to cast), unless the candidates' names
have been placed in nomination before commencement of the voting and a
shareholder has given notice at the meeting, before the voting has begun, of the
shareholder's intention to cumulate votes. If any shareholder has given such a
notice, then all shareholders entitled to vote may cumulate their votes for
candidates in nomination, and may give one candidate a number of votes equal to
the number of directors to be elected multiplied by the number of votes to which
that shareholder's shares are normally entitled, or distribute the shareholder's
votes on the same principle among any or all of the candidates, as the
shareholder thinks fit. The candidates receiving the highest number of votes, up
to the number of directors to be elected, shall be elected.

                  Except with respect to election of directors, the affirmative
vote of the majority of the shares represented at the meeting and entitled to
vote on the matter (but not less than a majority of the shares required to
constitute a quorum) shall be the act of the shareholders, unless the vote of a
greater number or voting by classes is required by the California General
Corporation Law or the Articles of Incorporation, provided that whenever under
the California General Corporation Law any shares are disqualified from voting
on any matter, such shares shall not be considered outstanding for purposes of
determining the required vote to approve such matter.

         Section 9. Waiver of Notice or Consent by Absent Shareholders. The
transactions at any meeting of shareholders, either annual or special, however
called and noticed and wherever held, shall be as valid as though they were had
at a meeting duly held after regular call and notice, if a quorum is present
either in person or by proxy, and if


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each person entitled to vote who was not present in person or by proxy, either
before or after the meeting, signs a written waiver of notice or a consent to
holding the meeting or any approval of the minutes of the meeting. The waiver of
notice or consent need not specify either the business to be transacted or the
purpose of any annual or special meeting of the shareholders, except that if
action is taken or proposed to be taken for approval of any of those matters
specified Section 601(f) of the California Corporations Code, the waiver of
notice or consent is required to state the general nature of the action or
proposed action. All waivers, consents, and approvals shall be filed with the
corporate records or made a part of the minutes of the meeting.

                  A shareholder's attendance at a meeting also constitutes a
waiver of notice of that meeting, unless the shareholder at the beginning of the
meeting objects to the transaction of any business on the ground that the
meeting was not lawfully called or convened. In addition, attendance at a
meeting does not constitute a waiver of any right to object to the consideration
of matters required by law to be included in the notice of the meeting which
were not so included, if that objection is expressly made at the meeting.

         Section 10. Shareholder Action by Written Consent Without A Meeting.
Any action that could be taken at an annual or special meeting of shareholders
may be taken without a meeting and without prior notice, if a consent in
writing, setting forth the action so taken, is signed by the holders of
outstanding shares having not less than the minimum number of votes that would
be necessary to authorize or take that action at a meeting at which all shares
entitled to vote on that action were present and voted.

                  Directors may be elected by written consent of the
shareholders without a meeting only if the written consents of all outstanding
shares entitled to vote are obtained, except that vacancies on the board (other
than vacancies created by removal) not filled by the board may be filled by the
written consent of the holders of a majority of the outstanding shares entitled
to vote.

                  All consents shall be filed with the secretary of the
corporation and shall be maintained in the corporate records. Any shareholder or
other authorized person who has given a written consent may revoke it by a
writing received by the secretary of the corporation before written consents of
the number of shares required to authorize the proposed action have been filed
with the secretary.


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                  Unless the consents of all shareholders entitled to vote have
been solicited in writing, prompt notice shall be given of any corporate action
approved by shareholders without a meeting by less than unanimous consent, to
those shareholders entitled to vote who have not consented in writing. As to
approvals required by California Corporations Code Section 310 (transactions in
which a director has a financial interest), Section 317 (indemnification of
corporate agents), Section 1201 (corporate reorganization), or Section 2007
(certain distributions on dissolution), notice of the approval shall be given at
least 10 days before the consummation of any action authorized by the approval.
Notice shall be given in the manner specified in Section 5 of this Article II.

         Section 11. Record Date for Shareholder Notice of Meeting, Voting, and
Giving Consent.

                  a. For purposes of determining the shareholders entitled to
receive notice of and vote at a shareholders' meeting or give written consent to
corporate action without a meeting, the board may fix in advance a record date
that is not more than 60 nor less than 10 days before the date of a
shareholders' meeting, or not more than 60 days before any other action.

                  b. If no record date is fixed:

                    (i) The record date for determining shareholders entitled to
receive notice of and vote at a shareholders' meeting shall be the business day
prior to the day on which notice is given, or if notice is waived as provided in
Section 9 of this Article II, the business day prior to the day on which the
meeting is held.

                    (ii) The record date for determining shareholders entitled 
to give consent to corporate action in writing without a meeting, if no prior
action has been taken by the board, shall be the day on which the first written
consent is given.

                    (iii) The record date for determining shareholders for any
other purpose shall be as set forth in Section 1 of Article VIII of these
bylaws.

                  c. A determination of shareholders of record entitled to
receive notice of and vote at a shareholders' meeting shall apply to any
adjournment of the meeting unless the board fixes a new record date for the
adjourned meeting. However, the board shall fix a new record date if the


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adjournment is to a date more than 45 days after the date set for the original
meeting.

                  d. Only shareholders of record on the corporation's books at
the close of business on the record date shall be entitled to any of the notice
and voting rights listed in subsection a. Of this section, notwithstanding any
transfer of shares on the corporation's books after the record date, except as
otherwise required by law.

         Section 12. Proxies. Every person entitled to vote for directors or on
any matters shall have the right to do so either in person or by one or more
agents authorized by a written proxy signed by the person and filed with the
secretary of the corporation. A proxy shall be deemed signed if the
shareholder's name is placed on the proxy (whether by manual signature,
typewriting, telegraphic transmission, or otherwise) by the shareholder or the
shareholder's attorney in fact. A validly executed proxy that does not state
that it is irrevocable shall continue in full force and effect unless (a)
revoked by the person executing it, before the vote pursuant to that proxy, by a
writing delivered to the corporation stating that the proxy is revoked, or by
attendance at the meeting and voting in person by the person executing the proxy
or by a subsequent proxy executed by the same person and presented at the
meeting; or (b) written notice of the death or incapacity of the maker of that
proxy is received by the corporation before the vote pursuant to that proxy is
counted; provided, however, that no proxy shall be valid after the expiration of
11 months from the date of the proxy, unless otherwise provided in the proxy.
The revocability of a proxy that states on its face that it is irrevocable shall
be governed by the provisions of Sections 705(e) and 705(f) of the California
Corporations Code.

         Section 13. Inspectors of Election. Before any meeting of shareholders,
the board of Directors may appoint any persons other than nominees for office to
act as inspectors of election at the meeting or its adjournment. If no
inspectors of election are so appointed, the chairman of the meeting may, and on
the request of any shareholder or a shareholder's proxy shall, appoint
inspectors of election at the meeting. The number of inspectors shall be either
one or three. If inspectors are appointed at a meeting on the request of one or
more shareholders or proxies, the holders of a majority of shares or their
proxies present at the meeting shall determine whether one or three inspectors
are to be appointed. If any person appointed as inspector fails to appear or
fails or refuses to act, the chairman of the meeting may, and upon the


                                  Page 8 of 25
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request of any shareholder or a shareholder's proxy shall, appoint a person to
fill that vacancy.

                  These inspectors shall: (a) determine the number of shares
outstanding and the voting power of each, the shares represented at the meeting,
the existence of a quorum, and the authenticity, validity, and effect of
proxies; (b) receive votes, ballots, or consents; (c) hear and determine all
challenges and questions in any way arising in connection with the right to
vote; (d) count and tabulate all votes or consents; (e) determine when the polls
shall close; (f) determine the results; and (g) do any other acts that may be
proper to conduct the election or vote with fairness to all shareholders.

                                   ARTICLE III
                                    Directors

         Section 1. Powers. Subject to the provisions of the California General
Corporation Law and any limitations in the articles of incorporation and these
bylaws relating to action required to be approved by the shareholders or by the
outstanding shares, the business and affairs of the corporation shall be managed
and all corporate powers shall be exercised by or under the direction of the
Board of Directors.

                  Without prejudice to these general powers, and subject to the
same limitations, the Board of Directors shall have the specific power to:

                  a. Select and remove all officers, agents and employees of the
corporation; prescribe any powers and duties for them that are consistent with
law, with the articles of incorporation, and with these bylaws; fix their
compensation; and require from them security for faithful service.

                  b. Change the principal executive office or the principal
business office in the State of California from one location to another; cause
the corporation to be qualified to do business in any other state, territory,
dependency, or country and conduct business within or outside the State of
California; and designate any place within or outside the State of California
for the holding of any shareholders' meeting or meetings, including annual
meetings.

                  c. Adopt, make, and use a corporate seal; prescribe the forms
of certificates of stock; and alter the form of the seal and certificates.


                                  Page 9 of 25
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                 d. Authorize the issuance of shares of stock of the corporation
on any lawful terms, in consideration of money paid, labor done, services
actually rendered, debts or securities canceled, or tangible or intangible
property actually received.

                 e. Borrow money and incur indebtedness on behalf of the
corporation, and cause to be executed and delivered for the corporation's
purposes, in the corporate name, promissory notes, bonds, debentures, deeds of
trust, mortgages, pledges, hypothecations, and other evidences of debt and
securities.

         Section 2. Number and Qualification of Directors. The authorized number
of directors shall be not less than five ( 5 ) nor more than twenty-five ( 25 ).
The exact number of authorized directors shall be eight ( 8 ) until changed,
within the limits specified above, by a bylaw amending this section, duly
adopted by the Board of Directors or by the shareholders. The maximum or minimum
number of directors cannot be changed, nor can a fixed number be substituted for
the maximum and minimum numbers, except by a duly adopted amendment to the
articles of incorporation or by an amendment to this bylaw duly approved by a
majority of the outstanding shares entitled to vote. An amendment that would
reduce the minimum number to less than five, however, cannot be adopted if the
votes cast against its adoption at a shareholders' meeting or the shares not
consenting to an action by written consent are equal to more than one-sixth of
the outstanding shares entitled to vote. No amendment may change the stated
minimum number of authorized directors to a number greater than two times the
stated minimum number minus one.

         Section 3. Election and Term of Office of Directors. Directors shall be
elected at each annual meeting of the shareholders to hold office until the next
annual meeting. Each director, including a director elected to fill a vacancy,
shall hold office until the expiration of the term for which elected and until a
successor has been elected and qualified.

                 No reduction of the authorized number of directors shall have
the effect of removing any director before that director's term of office
expires.

         Section 4. Vacancies. A vacancy in the Board of Directors shall be
deemed to exist (a) if a director dies, resigns, or is removed by the
shareholders or an appropriate court, as provided in Sections 303 or 304 of the
California Corporations Code; (b) if the Board of Directors declares vacant the
office of a director who has been convicted of a felony or declared of unsound
mind by an order of court; (c) 

                                 Page 10 of 25
<PAGE>   14

if the authorized number of directors is increased; or (d) if at any
shareholders meeting at which one or more directors are elected the shareholders
fail to elect the full authorized number of directors to be voted for at that
meeting.

                 Any directors may resign effective on giving written notice to
the chairman of the board, the president, the secretary, or the Board of
Directors, unless the notice specifies a later effective date. If the
resignation is effective at a future time, the board may elect a successor to
take office when the resignation becomes effective.

                 Except for a vacancy caused by the removal of a director,
vacancies on the board may be filled by a majority of the directors then in
office, whether or not they constitute a quorum, or by a sole remaining
director. A vacancy on the board caused by the removal of a director may be
filled only by the shareholders, except that a vacancy created when the board
declares the office of a director vacant as provided in clause (b) of the first
paragraph of this section may be filled by the Board of Directors.

                 The shareholders may elect a director at any time to fill a
vacancy not filled by the Board of Directors.

                 The term of office of a director elected to fill a vacancy
shall run until the next annual meeting of the shareholders, and such director
shall hold office until a successor is elected and qualified.

         Section 5. Place of Meetings; Telephone Meetings. Regular meetings of
the Board of Directors may be held at any place within or outside the State of
California as designated from time to time by the board. In the absence of a
designation, regular meetings shall be held at the principal executive office of
the corporation. Special meetings of the board shall be held at any place within
or outside the State of California designated in the notice of the meeting, or
if the notice does not state a place, or if there is no notice, at the principal
executive office of the corporation. Any meeting, regular or special, may be
held by conference telephone or similar communication equipment, provided that
all directors participating can hear one another.

         Section 6. Annual Directors' Meeting. Immediately after each annual
shareholders' meeting, the Board of Directors shall hold a regular meting at the
same place, or at any other place that has been designated by the Board of
Directors, to consider matters of organization, election of officers, and other
business as desired. Notice of this


                                 Page 11 of 25
<PAGE>   15

meeting shall not be required unless some place other than the place of the
annual shareholders' meeting has been designated.

         Section 7. Other Regular Meetings. Other regular meetings of the Board
of Directors shall be held without call at times to be fixed by the Board of
Directors from time to time. Such regular meetings may be held without notice.

         Section 8. Special Meetings. Special meetings of the Board of Directors
may be called for any purpose or purposes at any time by the chairman of the
board, the president, any vice president, the secretary, or any two directors.

                 Special meetings shall be held on five days notice by mail or
forty-eight hours' notice delivered personally or by telephone or telegraph.
Oral notice given personally or by telephone may be transmitted either to the
director or to a person at the director's office who can reasonably be expected
to communicate it promptly to the director. Written notice, if used, shall be
addressed to each director at the address shown on the corporation's records.
The notice need not specify the purpose of the meeting, nor need it specify the
place if the meeting is to be held at the principal executive office of the
corporation.

         Section 9. Quorum. A majority of the authorized number of directors
shall constitute a quorum for the transaction of business, except to adjourn as
provided in Section 11 of this Article III. Every act or decision done or made
by a majority of the directors present at a meeting duly held at which a quorum
is present shall be regarded as the act of the Board of Directors, subject to
the provisions of California Corporations Code Section 310 (as to approval of
contracts or transactions in which a director has a direct or indirect material
financial interest), Section 311 (as to appointment of committees), and Section
317(e) (as to indemnification of directors). A meeting at which a quorum is
initially present may continue to transact business, notwithstanding the
withdrawal of directors, if any action taken is approved by at least a majority
of the required quorum for that meeting.

         Section 10. Waiver of Notice. Notice of a meeting, although otherwise
required, need not be given to any director who (a) either before or after the
meeting signs a waiver of notice or a consent to holding the meeting without
being given notice, (b) signs an approval of the minutes of the meeting, or (c)
attends the meeting without protesting the lack of notice before or at the
beginning of the meeting. Waivers of notice or consents need not specify the
purpose of the meeting. All waivers, consents, and approvals of the minutes
shall be


                                 Page 12 of 25
<PAGE>   16

filed with the corporate records or made a part of the minutes of the meeting.

         Section 11. Adjournment to Another Time or Place. Whether or not a
quorum is present, a majority of the directors present may adjourn any meeting
to another time or place.

         Section 12. Notice of Adjourned Meeting. Notice of the time and place
of resuming a meeting that has been adjourned need not be given unless the
adjournment is for more than 24 hours, in which case notice shall be given,
before the time set for resuming the adjourned meeting, to the directors who
were not present at the time of the adjournment. Notice need not be given in any
case to directors who were present at the time of adjournment.

         Section 13. Action Without A Meeting. Any action required or permitted
to be taken by the Board of Directors may be taken without a meeting, if all
members of the Board of Directors shall individually or collectively consent in
writing to that action. Any action by written consent shall have the same force
and effect as a unanimous vote of the Board of Directors. All written consents
shall be filed with the minutes of the proceedings of the Board of Directors.

         Section 14. Fees and Compensation of Directors. Directors and members
of committees of the board may be compensated for their services, and shall be
reimbursed for expenses, as fixed or determined by resolution of the Board of
Directors. This section shall not be construed to preclude any director from
serving the corporation in any other capacity, as an officer, agent, employee,
or otherwise, and receiving compensation for those services.

                                   ARTICLE IV
                                   Committees

         Section 1. Executive and Other Committees of the Board. The Board of
Directors may, by resolution adopted by a majority of the authorized number of
directors, designate an executive committee or one or more other committees,
each consisting of two or more directors. The board may designate one or more
directors as alternate members of any committee, to replace any absent member at
a committee meeting. The appointment of committee members or alternate members
requires the vote of a majority of the authorized number of directors. A
committee may be granted any or all of the powers and authority of the board, to
the extent provided in the


                                 Page 13 of 25
<PAGE>   17

resolution of the Board of Directors establishing the committee, except with
respect to:

                 a. Approving any action for which the California Corporations
Code also requires the approval of the Shareholders or of the outstanding
shares;

                 b. Filling vacancies on the Board of Directors or any committee
of the board;

                 c. Fixing directors' compensation for serving on the board or a
committee of the board;

                 d. Adopting, amending, or repealing bylaws;

                 e. Amending or repealing any resolution of the Board of
Directors which by its express terms is not so amendable or repealable;

                 f. Making distributions to shareholders, except at a rate or in
a periodic amount or within a price range determined by the Board of Directors;
or

                 g. Appointing other committees of the board or their members.

         Section 2. Meetings and Action of Committees. Meetings and action of
committees shall be governed by, and held and taken in accordance with, bylaw
provisions applicable to meetings and actions of the Board of Directors, with
such changes in the context of those bylaws as are necessary to substitute the
committee and its members for the Board of Directors and its members, except
that (a) the time of regular meetings of committees may be determined either by
resolution of the Board of Directors or by resolution of the committee; (b)
special meetings of committees may also be called by resolution of the Board of
Directors; and (c) notice of special meetings of committees shall also be given
to all alternative members who shall have the right to attend all meetings of
the committee. The Board of Directors may adopt rules for the governance of any
committee not inconsistent with the provisions of these bylaws.

                                    ARTICLE V
                                    Officers

         Section 1. Officers. The officers of the corporation shall be a
president, a secretary, and a chief financial officer. The corporation may also
have, at the discretion of the Board of Directors, a chairman of the board, one
or more


                                 Page 14 of 25
<PAGE>   18

vice presidents, one or more assistant secretaries, one or more assistant
treasurers, and such other officers as may be appointed in accordance with the
provision of Section 3 of this Article V. Any number of offices may be held by
the same person.

         Section 2. Election of Officers. The officers of the corporation,
except for subordinate officers appointed in accordance with the provisions of
Section 3 of this Article V, shall be chosen annually by the Board of Directors,
and shall serve at the pleasure of the Board of Directors.

         Section 3. Subordinate Officers. The Board of Directors may appoint,
and may empower the president to appoint other officers as required by the
business of the corporation, whose duties shall be as provided in the bylaws, or
as determined from time to time by the Board of Directors or the president.

         Section 4. Removal and Resignation of Officers. Any officers chosen by
the Board of Directors may be removed at any time, with or without cause or
notice, by a majority of the directors at the time in office at any regular or
special meeting. Subordinate officers appointed by persons other than the board
under Section 3 of this Article V may be removed at any time, with or without
cause or notice, by the Board of Directors or by the officer by whom appointed.
Officers may be employed for a specified term under a contract of employment if
authorized by the Board of Directors; such officers may be removed from office
at any time under this section, and shall have no claim against the corporation
or individual officers or board members because of the removal except any right
to monetary compensation to which the officer may be entitled under the contract
of employment.

                 Any officer may resign at any time by giving written notice to
the corporation. Resignations shall take effect on the date of receipt of the
notice, unless a later time is specified in the notice. Unless otherwise
specified in the notice, acceptance of the resignation is not necessary to make
it effective. Any resignation is without prejudice to the rights, if any, of the
corporation to monetary damages under any contract of employment to which the
officer is a party.

         Section 5. Vacancies in Offices. A vacancy in any office resulting from
an officer's death, resignation, removal, disqualification, or from any other
cause shall be filled in the manner prescribed in these bylaws for regular
election or appointment to that office.


                                 Page 15 of 25
<PAGE>   19

         Section 6. Chairman of the Board. The Board of Directors may elect a
chairman, who shall preside, if present, at board meetings and shall exercise
and perform such other powers and duties as may be assigned from time to time by
the Board of Directors. If there is no president, the chairman of the board
shall in addition be the chief executive officer of the corporation, and shall
have the powers and duties set forth in Section 7 of this Article V.

         Section 7. President. Except to the extent that the bylaws or the Board
of Directors assign specific powers and duties to the chairman of the board (if
any), the president shall be the corporation's general manager and chief
executive officer and, subject to the control of the Board of Directors, shall
have general supervision, direction, and control over the corporation's business
and its officers. The managerial powers and duties of the president shall
include, but are not limited to, all the general powers and duties of management
usually vested in the office of president of a corporation, and the president
shall have other powers and duties as prescribed by the Board of Directors or
the bylaws. The president shall preside at all meetings of the shareholders and,
in the absence of the chairman of the board or if there is no chairman of the
board, shall also preside at meetings of the Board of Directors.

         Section 8. Vice Presidents. If desired, one or more vice presidents may
be chosen by the Board of Directors in accordance with the provisions for
electing officers set forth in Section 2 of this Article V. In the absence or
disability of the president, the president's duties and responsibilities shall
be carried out by the highest ranking available vice president if vice
presidents are ranked, or if not, by a vice president designated by the Board of
Directors. When so acting, a vice president shall have all the powers of and be
subject to all the restrictions on the president. Vice presidents of the
corporation shall have such other powers and perform such other duties as
prescribed from time to time by the Board of Directors, the bylaws, or the
president (or chairman of the board if there is no president).

         Section 9. Secretary.

                 a. Minutes. The secretary shall be present at all shareholders'
meetings and all Board of Directors' meetings and shall take the minutes of the
meetings. If the secretary is unable to be present, the secretary or the
presiding officer of the meeting shall designate another person to take the
minutes of the meeting.


                                 Page 16 of 25
<PAGE>   20

                     The secretary shall keep, or cause to be kept, at the
principal executive office or such other place as designated by the Board of
Directors, a book of minutes of all meetings and actions of the shareholders, of
the Board of Directors, and of committees of the board. The minutes of each
meeting shall state the time and place the meeting was held; whether it was
regular or special; if special, how it was called or authorized; the names of
directors present at board or committee meetings; the number of shares present
or represented at shareholders' meetings; and an accurate account of the
proceedings.

                  b. Record of Shareholders. The secretary shall keep, or cause
to be kept, at the principal executive office or at the office of the transfer
agent or registrar, a record or duplicate record of shareholders. This record
shall show the names of all shareholders and their addresses, the number and
classes of shares held by each, the number and date of share certificates issued
to each shareholder, and the number and date of cancellation of any certificates
surrendered for cancellation.

                  c. Notice of Meetings. The secretary shall give notice, or
cause notice to be given, of all shareholders' meetings, board meetings, and
meetings of committees of the board for which notice is required by statute or
by the bylaws. If the secretary or other person authorized by the secretary to
give notice fails to act, notice of any meeting may be given by any other
officer of the corporation.

                  d. Other Duties. The secretary shall keep the seal of the
corporation, if any, in safe custody. The secretary shall have such other powers
and perform other duties as prescribed by the Board of Directors or by the
bylaws.

         Section 10. Chief Financial Officer. The chief financial officer shall
keep or cause to be kept adequate and correct books and records of accounts of
the properties and business transactions of the corporation, including accounts
of its assets, liabilities, receipts, disbursements, gains, losses, capital,
retained earnings, and shares.

                  The chief financial officer shall (a) deposit corporate funds
and other valuables in the corporation's name and to its credit with
depositaries designated by the Board of Directors; (b) make disbursements of
corporate funds as authorized by the board; (c) render a statement of the
corporation's financial condition and an account of all transactions conducted
as chief financial officer whenever


                                 Page 17 of 25
<PAGE>   21

requested by the president or the Board of Directors; (d) have other powers and
perform other duties as prescribed by the Board of Directors or the bylaws.

                    Unless the Board of Directors has elected a separate
treasurer, the chief financial officer shall be deemed to be the treasurer for
purposes of giving any reports or executing any certificates or other documents.

                                   ARTICLE VI
                     Indemnification of Directors, Officers,
                           Employees, and Other Agents

                    The corporation shall, to the maximum extent permitted by
the California General Corporation Law, have power to indemnify each of its
agents against expenses, judgements, fines, settlements, and other amounts
actually and reasonably incurred in connection with any proceeding arising by
reason of the fact that any such person is or was an agent of the corporation,
and shall have power to advance to each such agent expenses incurred in
defending any such proceeding to the maximum extent permitted by that law. For
purposes of this Article, an "agent" of the corporation includes any person who
is or was a director, officer, employee, or other 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, or was a director, officer, employee, or agent of a
corporation which was a predecessor corporation of the corporation or of another
enterprise serving at the request of such predecessor corporation.

                                   ARTICLE VII
                               Records and Reports

         Section 1. Maintenance of Shareholder Record and Inspection by
Shareholders. The corporation shall keep at its principal executive office or at
the office of its transfer agent or registrar, as determined by resolution of
the Board of Directors, a record of the names and addresses of all shareholders
and the number and class of shares held by each shareholder.

                 A shareholder or shareholders holding at least five percent in
the aggregate of the outstanding voting shares of the corporation have the right
to do either or both of the following:

                 a. Inspect and copy the record of shareholders' names and
addresses and shareholdings during usual business


                                 Page 18 of 25
<PAGE>   22

hours, on five days prior written demand on the corporation, or

                 b. Obtain from the corporation's transfer agent, on written
demand and tender of the transfer agent's usual charges for this service, a list
of the names and addresses of shareholders who are entitled to vote for the
election of directors, and their shareholdings, as of the most recent record
date for which a list has been compiled or as of a specified date later than the
date of demand. This list shall be made available within five days after (i) the
date of demand, or (ii) the specified later date as of which the list is to be
compiled. The record of shareholders shall also be open to inspection on the
written demand of any shareholder or holder of a voting trust certificate, at
any time during usual business hours, for a purpose reasonably related to the
holder's interests as a shareholder or holder of a voting trust certificate. Any
inspection and copying under this section may be made in person or by an agent
or attorney of the shareholder or holder of a voting trust certificate making
the demand.

         Section 2. Maintenance and Inspection of Bylaws. The corporation shall
keep at its principal executive office, or if its principal executive office is
not in the State of California, at its principal office in California, the
original or a copy of the bylaws as amended to date, which shall be open to
inspection by the shareholders at all reasonable times during office hours. If
the principal executive office of the corporation is outside the state of
California and the corporation has no principal business office in this state,
the secretary shall, upon the written request of any shareholder, furnish to
that shareholder a copy of the bylaws as amended to date.

         Section 3. Maintenance and Inspection of Minutes and Accounting
Records. The minutes of the proceedings of the shareholders, Board of Directors,
and committees of the board, and the accounting books and records shall be kept
at the principal executive office of the corporation, or at such other place or
places as designated by the Board of Directors. The minutes shall be kept in
written form, and the accounting books and records shall be kept either in
written form or in a form capable of being converted into written form. The
minutes and accounting books and records shall be open to inspection on the
written demand of any shareholder or holder of a voting trust certificate at any
reasonable time during usual business hours, for the purpose reasonably related
to the holder's interests as a shareholder or holder of a voting trust
certificate. The inspection may be made in person or by


                                 Page 19 of 25
<PAGE>   23

an agent or attorney, and shall include the right to copy and make extracts.
These rights of inspection shall extend to the records of each subsidiary of the
corporation.

         Section 4. Inspection by Directors. Every director shall have the
absolute right at any reasonable time to inspect all books, records, and
documents of every kind and the physical properties of the corporation and each
of its subsidiary corporations. This inspection by a director may be made in
person or by an agent or attorney and the right of inspection includes the right
to copy and make extracts of documents.

         Section 5. Annual Report to Shareholders. If there are fewer than 100
shareholders, the requirement of an annual report to shareholders referred to in
Section 1501 of the California Corporations Code is expressly waived. However,
nothing in this provision shall be interpreted as prohibiting the Board of
Directors from issuing annual or other periodic reports to the shareholders, as
the board considers appropriate.

         Section 6. Financial Statements. The corporation shall keep a copy of
each annual financial statement, quarterly or other periodic income statement,
and accompanying balance sheets prepared by the corporation on file in the
corporation's principal executive office for 12 months; these documents shall be
exhibited at all reasonable times, or copies provided, to any shareholder on
demand.

                 If no annual report for the last fiscal year has been sent to
shareholders, on written request of any shareholder made more than 120 days
after the close of the fiscal year the corporation shall deliver or mail to the
shareholder, within 30 days after receipt of the request, a balance sheet as of
the end of that fiscal year and an income statement and statement of changes in
financial position for that fiscal year.

                 A shareholder or shareholders holding five percent or more of
the outstanding shares of any class of stock of the corporation may request in
writing an income statement for the most recent three-month, six-month, or
nine-month period (ending more than 30 days before the date of the request) of
the current fiscal year, and a balance sheet of the corporation as of the end of
that period. If such documents are not already prepared, the chief financial
officer shall cause them to be prepared and shall deliver the documents
personally or mail them to the requesting shareholders within 30 days after
receipt of the request. A


                                 Page 20 of 25
<PAGE>   24

balance sheet, income statement, and statement of changes in financial position
for the last fiscal year shall also be included, unless the corporation has sent
the shareholders an annual report for the last fiscal year.

                 Quarterly income statements and balance sheets referred to in
this section shall be accompanied by the report, if any, of independent
accountants engaged by the corporation or the certificate of an authorized
corporate officer stating that the financial statements were prepared without
audit from the corporation's books and records.

         Section 7. Annual Statement of General Information.

                 a. Every year, during the calendar month in which the original
articles of incorporation were filed with the California Secretary of State, or
during the preceding five calender months, the corporation shall file a
statement with the Secretary of State on the prescribed form, setting forth the
authorized number of directors; the names and complete business or residence
addresses of all incumbent directors; the names and complete business or
residence addresses of the chief executive officer, the secretary, and the chief
financial officer; the street address of the corporation's principal executive
office or the principal business office in this state; a statement of the
general type of business constituting the principal business activity of the
corporation; and a designation of the agent of the corporation for the purpose
of service of process, all in compliance with Section 1502 of the Corporations
Code of California.

                 b. Notwithstanding the provisions of paragraph a. of this
section, if there has been no change in the information contained in the
corporation's last annual statement on file in the Secretary of State's office,
the corporation may, in lieu of filing the annual statement described in
paragraph a. of this section, advise the Secretary of State, on the appropriate
form, that no changes in the required information have occurred during the
applicable period.

                                  ARTICLE VIII
                            General Corporate Matters

         Section 1. Record Date for Purposes Other than Notice and Voting. For
purposes of determining the shareholders entitled to receive payment of
dividends or other distributions or allotment of rights, or entitled to exercise
any rights in respect of any other lawful action (other than


                                 Page 21 of 25
<PAGE>   25

voting at and receiving notice of shareholders' meetings and giving written
consent of the shareholders without a meeting), the Board of Directors may fix
in advance a record date which shall be not more than 60 nor less than 10 days
before the date of the dividend payment, distribution, allotment, or other
action. If a record date is so fixed, only shareholders of record at the close
of business on that date shall be entitled to receive the dividend,
distribution, or allotment of rights, or to exercise the other rights, as the
case may be, notwithstanding any transfer of shares on the corporation's books
after the record date, except as otherwise provided by statute.

                 If the Board of Directors does not so fix a record date in
advance, the record date shall be at the close of business on the later of (a)
the day on which the Board of Directors adopts the applicable resolution, or (b)
the 60th day before the date of the dividend payment, distribution, allotment of
rights, or other action.

         Section 2. Authorized Signatories for Checks. All checks, drafts, other
orders for payment of money, notes or other evidences of indebtedness issued in
the name of or payable to the corporation shall be signed or endorsed by such
person or persons and in such manner authorized from time to time by resolution
of the Board of Directors.

         Section 3. Executing Corporation Contracts and Instruments. Except as
otherwise provided in the articles or in these bylaws, the Board of Directors by
resolution may authorize any officer, officers, agent, or agents to enter into
any contract or to execute any instrument in the name of and on behalf of the
corporation. This authority may be general or it may be confined to one or more
specific matters. No officer, agent, employee, or other person purporting to act
on behalf of the corporation shall have any power or authority to bind the
corporation in any way, to pledge the corporation's credit, or to render the
corporation liable for any purpose or in any amount, unless that person was
acting with authority duly granted by the Board of Directors as provided in
these bylaws, or unless an unauthorized act was later ratified by the
corporation.

         Section 4. Certificates for Shares. A certificate or certificates for
shares of the capital stock of the corporation shall be issued to each
shareholder when any of the shares are fully paid.

                 In addition to certificates for fully paid shares, the Board of
Directors may authorize the issuance of


                                 Page 22 of 25
<PAGE>   26

certificates for shares that are partly paid and subject to call for the
remainder of the purchase price, provided that the certificates representing
partly paid shares shall state the total amount of the consideration to be paid
for the shares and the amount actually paid.

                 All certificates shall certify the number of shares and the
class or series of shares represented by the certificate. All certificates shall
be signed in the name of the corporation by (a) either the chairman of the Board
of Directors, the vice chairman of the Board of Directors, the president, or any
vice president, and (b) either the chief financial officer, any assistant
treasurer, the secretary, or any assistant secretary.

                 Any or all of the signatures on the certificate may be
facsimile. If any officer, transfer agent, or registrar who has signed, or whose
facsimile signature has been placed on a certificate shall have ceased to be
that officer, transfer agent, or registrar before that certificate is issued,
the certificate may be issued by the corporation with the same effect as if that
person were an officer, transfer agent, or registrar at the date of issue.

         Section 5. Lost Certificates. Except as provided in this Section 5, no
new certificates for shares shall be issued to replace old certificates unless
the old certificate is surrendered to the corporation for cancellation at the
same time. If share certificates or certificates for any other security have
been lost, stolen or destroyed, the Board of Directors may authorize the
issuance of replacement certificates on terms and conditions as required by the
board, which may include a requirement that the owner give the corporation a
bond (or other adequate security) sufficient to indemnify the corporation
against any claim that may be made against it (including any expense or
liability) on account of the alleged loss, theft, or destruction of the old
certificate or the issuance of the replacement certificate.

         Section 6. Shares of Other Corporations: How Voted. Shares of other
corporations standing in the name of this corporation shall be voted by one of
the following persons, listed in order of preference: (a) chairman of the board,
or person designated by the chairman of the board; (b) president, or person
designated by the present; (c) other person designated by the Board of
Directors.

                 The authority to vote shares granted by this section includes
the authority to execute a proxy in the name of the corporation for purposes of
voting the shares.


                                 Page 23 of 25
<PAGE>   27

         Section 7. Reimbursement of Corporation if Payment Not Tax Deductible.
If all or part of the compensation, including expenses, paid by the corporation
to a director, officer, employee, or agent is finally determined not to be
allowable to the corporation as a federal or state income tax deduction, the
director, officer, employee, or agent to whom the payment was made shall repay
to the corporation the amount disallowed. The Board of Directors shall enforce
repayment of each such amount disallowed by the taxing authorities.

         Section 8. Construction and Definitions. Unless the context requires
otherwise, the general provisions, rules of construction, and definitions in
Sections 100 through 195 of the California Corporations Code shall govern the
construction of these bylaws. Without limiting the generality of this provision
the singular number includes the plural, the plural number includes the
singular, and the term "person" includes both a corporation and a natural
person.

                                   ARTICLE IX
                                   Amendments

         Section 1. Amendment by Board of Directors or Shareholders. Except as
otherwise required by law or by the articles of incorporation, these bylaws may
be amended or repealed, and new bylaws may be adopted, by the Board of Directors
or by the holders of a majority of the outstanding shares entitled to vote.


                                 Page 24 of 25
<PAGE>   28

                            CERTIFICATE OF SECRETARY


                  I, the undersigned, do hereby certify:

                  1.       That I am the duly elected and acting secretary of
VINEYARD NATIONAL BANCORP, a California corporation; and

                  2.       That the foregoing bylaws, comprising 25 pages,
constitutes the bylaws of said corporation as duly adopted by action of the
incorporator of the corporation duly taken on May 18, 1988.

                  In witness whereof, I have executed this certificate as
secretary of the corporation this 18th day of May, 1988.



                                             ------------------------------
                                             Secretary
                                             David A. Buxbaum


                                 Page 25 of 25