<PAGE>
 
                                  EXHIBIT 3.2

                            EUFAULA BANCCORP, INC.

                                    BYLAWS

                  (Amended and Restated as of March 18, 1998)

                               Table of Contents

<TABLE> 
<CAPTION>
                                                                            Page
                                                                            ----
<S>                                                                         <C>
ARTICLE I.     OFFICES                                                         1
               Section 1.   Registered office
               Section 2.   Other Offices
 
ARTICLE II.    SHAREHOLDERS' MEETINGS                                          1
               Section 1.   Meetings, where Held
               Section 2.   Annual Meeting
               Section 3.   Special Meetings
               Section 4.   Notice of meetings
               Section 5.   Waiver of Notice
               Section 6.   Quorum, Voting and Proxy

ARTICLE III.  DIRECTORS                                                        2
               Section 1.   Powers
               Section 2.   Number, Election and Tenure
               Section 3.   Newly Created Directors or vacancies
               Section 4.   Meetings
               Section 5.   Notice and Waiver; Quorum
               Section 6.   No Meeting Necessary, When
               Section 7.   Voting
               Section 8.   Dividends
               Section 9.   Committees
               Section 10.  Officers, Salaries and Bonds
               Section 11.  Compensation of Directors

ARTICLE IV.    OFFICERS                                                        5
               Section 1.   Selection
               Section 2.   Removal, Vacancies
               Section 3.   Chairman of the Board
               Section 4.   President
               Section 5.   Vice President
               Section 6.   Secretary
</TABLE> 
<PAGE>
 
<TABLE> 
<S>                                                                         <C> 
               Section 7.   Treasurer
 
ARTICLE V.  CONTRACTS, ETC.                                                   7
               Section 1.   Contracts, Deeds and Loans
               Section 2.   Proxies
 
ARTICLE VI.    CHECKS AND DRAFTS                                              7
 
ARTICLE VII.   STOCK                                                          7
               Section 1.   Certificates of Stock
               Section 2.   Stock Records
               Section 3.   Transfer of Stock
               Section 4.   Dividend Record Date
               Section 5.   Lost Certificates
               Section 6.   Replacement of Mutilated
                                Certificates 
 
ARTICLE VIII.  INDEMNIFICATION OF OFFICERS, DIRECTORS,                        8
                  EMPLOYEES AND AGENTS
 
ARTICLE IX.    REIMBURSEMENT BY CORPORATE EMPLOYEES                           8
 
ARTICLE X.     AMENDMENT                                                      9
</TABLE>

                                      ii
<PAGE>
 
                                    BYLAWS

                  (Amended and Restated as of March 18, 1998)

                                      OF

                            EUFAULA BANCCORP, INC.


                              ARTICLE I. OFFICES
                              ------------------

Section 1.     Registered Office.  The registered office of the corporation
---------      -----------------                                           
shall be in the City of Wilmington, Court of New Castle, State of Delaware.

Section 2.     Other Offices.  The principal place of business is Eufaula,
---------      -------------                                              
Alabama. Other offices and places of business may be established at any time by
the Board of Directors at any place or places where the Board may from time to
time determine or the business of the Corporation may require, whether within or
without the State of Delaware.

                      ARTICLE II. SHAREHOLDERS' MEETINGS
                      ----------------------------------

Section 1.     Meetings, Where Held.  All meetings of the shareholders of the
---------      --------------------                                          
corporation, whether an annual meeting or a special meeting, shall be held in
the City of Eufaula, State of Alabama, or at any place in the United States,
within or without the State of Delaware, as determined by the Board of Directors
and as shall be stated in the notice of the meeting or in a duly executed waiver
of notice thereof.

Section 2.     Annual Meeting.  The annual meeting of the shareholders of the
---------      --------------                                                
corporation shall be held on the third Wednesday in May of each year; provided,
that if said day shall fall upon a legal holiday, then such annual meeting shall
be held on the next day thereafter ensuing which is not a legal holiday.

Section 3.     Special Meetings.  A special meeting of the shareholders, for any
---------      ----------------                                                 
purpose or purposes whatsoever, may be called at any time only by a majority of
the Board of Directors.  Such a call for a special meeting must state the
purpose of the meeting.

Section 4.     Notice of Meetings.  Unless waived, written notice of each annual
---------      ------------------                                               
meeting and of each special meeting of the shareholders shall be given to each
shareholder of record entitled to vote, either personally or by first class mail
(postage prepaid) addressed to such shareholder at his last known address, not
less than 10 days nor more than 50 days prior to said meeting. Such written
notice shall specify the place, day and hour of the meeting; and in the case of
a special meeting, it shall specify also the purpose or purposes for which the
meeting is called.
<PAGE>
 
Section 5.     Waiver of Notice.  Notice of any annual or special meeting may be
---------      ----------------                                                 
waived by any shareholder, either before or after the meeting; and the
attendance of a shareholder at a meeting, either in person or by proxy, shall of
itself constitute waiver of notice and waiver of any and all objections to the
place or time of the meeting, or to the manner in which it has been called or
convened, except when a shareholder attends solely for the purpose of stating,
at the beginning of the meeting, an objection or objections to the transaction
of business at such meeting.

Section 6.     Quorum, Voting and Proxy.  Shareholders representing a majority
---------      ------------------------                                       
of the common stock issued and outstanding shall constitute a quorum at a
shareholders' meeting. Any shareholder may be represented and vote at any
shareholders' meeting by written proxy filed with the Secretary of the
corporation on or before the date of such meeting; provided, however, that no
proxy shall be valid for more than 11 months after the date thereof unless
otherwise specified in such proxy. Each common shareholder shall be entitled to
one vote for each share of common stock owned. When a quorum is present at any
meeting, the vote of the holders of a majority of the common stock present in
person or represented by proxy shall decide any question brought before such
meeting, unless the question is one upon which by express provision of the
statutes or of the Certificate of Incorporation, a different vote is required in
which case such express provision shall govern and control the decision of such
question.


                            ARTICLE III. DIRECTORS
                            ----------------------

Section 1.     Powers.  The business of the corporation shall be managed by its
---------      ------                                                          
Board of Directors. The Board of Directors shall have authority to manage the
affairs and exercise the powers, privileges and franchises of the corporation as
they may deem expedient for the interests of the corporation, subject to the
terms of the Certificate of Incorporation, these bylaws, any valid Shareholders'
Agreement, and such policies and directions as may be prescribed from time to
time by the shareholders.

Section 2.     Number, Election and Tenure.  The number of directors of the
---------      ---------------------------                                 
corporation, the manner of their election and their terms of office shall be
determined as provided in the Certificate of Incorporation. In such elections,
the persons having a plurality of votes shall be elected. Nominations for the
election of directors may be made by the Board of Directors or by any
stockholder entitled to vote for the election of directors, and nominations for
the election of directors made by stockholders shall be made in the manner and
with the effect provided in the Certificate of Incorporation. Notice of
nominations which are proposed by the Board of Directors shall be given or
caused to be given by the Chairman of the Board on behalf of the Board of
Directors.

Section 3.     Newly Created Directors or Vacancies.  Subject to the rights of
---------      ------------------------------------                           
the holders of any series of preferred stock then outstanding, newly created
directorships resulting from any increase in the authorized number of directors
or in any vacancies in the Board of Directors resulting from death, resignation,
retirement, disqualification, removal from office or other cause shall be filled
by a majority vote of the directors then in office, and directors so chosen
shall hold office until the 

                                       2
<PAGE>
 
annual meeting of stockholders of the Corporation at which the term of the class
of directors to which they have been elected expires. No decrease in the number
of directors constituting the Board of Directors shall shorten the term of any
incumbent director. If there are no directors in office, then an election of
directors may be held as provided by statute. If, at the time of filling any
vacancy or any newly created directorship, the directors then in office shall
constitute less than a majority of the whole board (as constituted immediately
prior to any such increase), the Court of Chancery may, upon application of any
stockholder or stockholders holding at least ten percent (10%) of the total
number of the shares at the time outstanding having the right to vote for such
directors, summarily order an election to be held to fill any vacancies or newly
created directorships or to replace the directors chosen by the directors then
in office.

Section 4.     Meetings.  The annual meeting of the Board of Directors shall be
---------      --------                                                        
held without notice immediately following the annual meeting of the
shareholders, on the same date and at the same place as said annual meeting of
the shareholders. The Board by resolution may provide for regular meetings,
which may be held without notice as and when scheduled in such resolution.
Special meetings of the Board may be called at any time by the President or by
the President or Secretary on the written request of two directors. Directors or
committees of Directors may participate in meetings by means of conference
telephone or similar communications equipment if all persons participating in
the meeting can hear all other persons participating in the meeting.

Section 5.     Notice and Waiver; Quorum.  Notice of any special meeting of the
---------      -------------------------                                       
Board of Directors shall be given to each director personally or by mail,
telegram, facsimile or cablegram addressed to him at his last known address, at
least one day prior to the meeting. Such notice may be waived, either before or
after the meeting, and the attendance of a director at any special meeting shall
of itself constitute a waiver of notice of such meeting and of any and all
objections to the place or time of such meeting, or to the manner in which it
has been called or convened, except where a director states, at the beginning of
the meeting, any such objection or objections to the transaction of business. A
majority of the Board of Directors shall constitute a quorum at any Directors'
meeting.

Section 6.     No Meeting Necessary, When.  Any action required by law or
---------      --------------------------                                
permitted to be taken at any meeting of the Board of Directors or of any
committee thereof may be taken without a meeting if written consent, setting
forth the action so taken, shall be signed by all the members of the board or
committee. Such consent shall have the same force and effect as a unanimous vote
of the Board of Directors or committee and shall be filed with the Secretary and
recorded in the minute book of the corporation, or filed with the minutes or
proceedings of the committee.

Section 7.     Voting.  At all meetings of the Board of Directors each director
---------      ------                                                          
shall have one vote and, except as otherwise provided herein, by law, or by the
Certificate of Incorporation, all questions shall be determined by a majority
vote of the directors present.

Section 8.     Dividends.  The Board of Directors may declare dividends payable
---------      ---------                                                       
in cash or other property out of the unreserved and unrestricted net earnings of
the current fiscal year, computed to 

                                       3
<PAGE>
 
the date of declaration of the dividend, or the preceding fiscal year, or out of
the unreserved and unrestricted earned surplus of the corporation, as they may
deem expedient.

Section 9.    Committees.
---------     ---------- 

          (a)  The Board of Directors may by resolution adopted by a majority of
the entire Board, designate an Executive Committee of three or more directors.
Each member of the Executive Committee shall hold office until the first meeting
of the Board of Directors after the annual meeting of shareholders next
following his election and until his successor member of the Executive Committee
is elected, or until his death, resignation or removal, or until he shall cease
to be a director.

          (b)  During the intervals between the meetings of the Board of
Directors, the Executive Committee may exercise all the authority of the Board
of Directors; provided, however, that the Executive Committee shall not have the
power to amend or repeal any resolution of the Board of Directors that by its
terms shall not be subject to amendment or repeal by the Executive Committee,
and the Executive Committee shall not have the authority of the Board of
Directors in reference to (1) approving or adopting, or recommending to the
stockholders, any action or matter expressly required by the Delaware General
Corporation Law to be submitted to stockholders or (2) adopting, amending or
repealing any bylaw of the Corporation.

          (c)  The Executive Committee shall meet from time to time on call of
the President or of any two or more members of the Executive Committee. Meetings
of the Executive Committee may be held at such place or places, within or
without the State of Delaware, as the Executive Committee shall determine or as
may be specified or fixed in the respective notices or waivers of such meetings.
The Executive Committee may fix its own rules of procedure, including provision
for notice of its meetings. It shall keep a record of its proceedings and shall
report these proceedings to the Board of Directors at the meeting thereof held
next after they have been taken, and all such proceedings shall be subject to
revision or alteration by the Board of Directors except to the extent that
action shall have been taken pursuant to or in reliance upon such proceedings
prior to any such revision or alteration.

          (d)  The Executive Committee shall act by majority vote of its
members.

          (e)  The Board of Directors, by resolution adopted in accordance with
paragraph (a) of this section, may designate one or more directors as alternate
members of any such committee, who may act in the place and stead of any absent
member or members at any meeting of such committee.

          (f)  The Board of Directors, by resolution adopted by a majority of
the entire Board, may designate one or more additional Committees, each
committee to consist of three or more of the directors of the corporation, which
shall have such name or names and shall have and 

                                       4
<PAGE>
 
may exercise such powers of the Board of Directors, except the power denied to
the Executive Committee, as may be determined from time to time by the Board of
Directors.

          (g)  The Board of Directors shall have power at any time to remove any
member of any committee, with or without cause, and to fill vacancies in and to
dissolve any such committee.

Section 10.  Officers, Salaries and Bonds.  The Board of Directors shall elect
----------   ----------------------------                                     
all officers of the corporation and fix their compensation. The fact that any
officer is a director shall not preclude him from receiving a salary or from
voting upon the resolution providing the same. The Board of Directors may or may
not, in their discretion, require bonds from either or all of the officers and
employees of the corporation for the faithful performance of their duties and
good conduct while in office.

Section 11.  Compensation of Directors.  The directors may be paid their 
----------   -------------------------                                  
expenses, if any, of attendance at each meeting of the Board of Directors and
may be paid a fixed sum for attendance at each meeting of the Board of Directors
or a stated salary as director. No such payment shall preclude any director from
serving the corporation in other capacity and receiving compensation therefore.
Members of special or standing committees may be allowed like compensation for
attending committee meetings.

                             ARTICLE IV. OFFICERS
                             --------------------

Section 1.   Selection.  The Board of Directors at each annual meeting shall
---------    ---------                                                      
elect or appoint a President (who shall be a director), a Secretary and a
Treasurer, each to serve for the ensuing year and until a successor is elected
and qualified, or until his earlier resignation, removal from office, or death.
The Board of Directors, at such meeting, may or may not, in the discretion of
the Board, elect a Chairman of the Board and/or one or more Vice Presidents and,
also may elect or appoint one or more Assistant Vice Presidents and/or one or
more Assistant Secretaries and/or one or more Assistant Treasurers. When more
than one Vice President is elected, they may, in the discretion of the Board, be
designated Executive Vice President, First Vice President, Second Vice
President, etc., according to seniority or rank, and any person may hold two or
more offices except that the President shall not also serve as the Secretary.

Section 2.   Removal, Vacancies.  Any officers of the corporation may be removed
---------    ------------------                                         
from office at any time by the Board of Directors, with or without cause. Any
vacancy occurring in any office of the corporation may be filled by the Board of
Directors.

Section 3.   Chairman of the Board.  The Chairman of the Board of Directors, 
---------    ---------------------                                          
when and if elected, shall whenever present, preside at all meetings of the
Board of Directors and at all meetings of the shareholders. The Chairman of the
Board of Directors shall have all the powers of the President in the event of
his absence or inability to act, or in the event of a vacancy in the office of
the President. The Chairman of the Board of Directors shall confer with the
President on matters of general policy affecting the business of the corporation
and shall have, in his discretion, power and authority to 

                                       5
<PAGE>
 
generally supervise all the affairs of the corporation and the acts and conduct
of all the officers of the corporation and shall have such other duties as may
be conferred upon the Chairman of the Board by the Board of Directors.

Section 4.     President.  The President shall be the chief executive officer of
---------      ---------                                                        
the Corporation. If there be no Chairman of the Board elected, or in his
absence, the President shall preside at all meetings of the Board of Directors
and at all meetings of the shareholders. The immediate supervision of the
affairs of the corporation shall be vested in the President. It shall be his
duty to attend constantly to the business of the corporation and maintain strict
supervision over all of its affairs and interests. He shall keep the Board of
Directors fully advised of the affairs and condition of the corporation, and
shall manage and operate the business of the corporation pursuant to such
policies as may be prescribed from time to time by the Board of Directors. The
President shall, subject to approval of the Board, hire and fix the compensation
of all employees and agents of the corporation other than officers, and any
person thus hired shall be removable at his pleasure.

Section 5.     Vice President.  Any Vice President of the corporation may be
---------      --------------                                               
designated by the Board of Directors to act for and in the place of the
President in the event of sickness, disability or absence of said President or
the failure of said President to act for any reason, and when so designated,
such Vice President shall exercise all powers of the President in accordance
with such designation. The Vice Presidents shall have such duties as may be
required of, or assigned to, them by the Board of Directors or the President.

Section 6.     Secretary.  It shall be the duty of the Secretary to keep a
---------      ---------                                                  
record of the proceedings of all meetings of the shareholders and Board of
Directors; to keep the stock records of the corporation; to notify the
shareholders and directors of meetings as provided by these bylaws; and to
perform such other duties as may be prescribed by the President or Board of
Directors. Any Assistant Secretary, if elected, shall perform the duties of the
Secretary during the absence or disability of the Secretary and shall perform
such other duties as may be prescribed by the President, Secretary or Board of
Directors.

Section 7.     Treasurer.  The Treasurer shall keep, or cause to be kept, the
---------      ---------                                                     
financial books and records of the corporation, and shall faithfully account for
its funds.  He shall make such reports as may be necessary to keep the President
and Board of Directors fully informed at all times as to the financial condition
of the corporation, and shall perform such other duties as may be prescribed by
the President or Board of Directors.  Any Assistant Treasurer, if elected, shall
perform the duties of the Treasurer during the absence or disability of the
Treasurer, and shall perform such other duties as may be prescribed by the
President, Treasurer or Board of Directors.

                          ARTICLE V. CONTRACTS, ETC.
                          --------------------------

Section 1.     Contracts, Deeds and Loans.  All contracts, deeds, mortgages,
---------      --------------------------                                   
pledges, promissory notes, transfers and other written instruments binding upon
the corporation shall be executed on behalf of the corporation by the President
or by such other officers or agents as the Board of 

                                       6
<PAGE>
 
Directors may designate from time to time. Any such instrument required to be
given under the seal of the corporation may be attested by the Secretary or
Assistant Secretary of the corporation.

Section 2.     Proxies.  The President shall have full power and authority, on
---------      -------                                                        
behalf of the corporation, to attend and to act and to vote at any meetings of
the shareholders, bondholders or other security holders of any corporation,
trust or association in which this corporation may hold securities, and at any
such meeting shall possess and may exercise any and all of the rights and powers
incident to the ownership of such securities and which as owner thereof the
corporation might have possessed and exercised if present, including the power
and authority to delegate such power and authority to a proxy selected by him.
The Board of Directors may, by resolution, from time to time, confer like powers
upon any other person or persons.

                         ARTICLE VI. CHECKS AND DRAFTS
                         -----------------------------

Checks and drafts of the corporation shall be signed by such officer or officers
or such other employees or persons as the Board of Directors may from time to
time designate.

                              ARTICLE VII. STOCK
                              ------------------

Section 1.     Certificates of Stock.  Certificates of stock in the corporation
---------      ---------------------                                           
shall be issued with the seal of the corporation affixed, and shall be signed by
the President or a Vice President, and by the Secretary or Assistant Secretary.

Section 2.     Stock Records.  A stock register shall be kept by the Secretary
---------      -------------                                                  
which shall accurately record the issuance of each certificate of stock, the
date of such issuance, the name and post office address of the person, firm, or
corporation to whom issued, and the transfer of any shares represented thereby.

Section 3.     Transfer of Stock.  The stock of the corporation shall be
---------      -----------------                                        
transferred only by surrender of the certificate and transfer on the books of
the corporation.

Section 4.     Dividend Record Date.  Shareholders eligible to receive dividends
---------      --------------------                                             
declared by the Board of Directors shall be those of record on the books of the
corporation at the close of the 15th day prior to the date fixed for the payment
of such dividend, unless the Board by resolution shall fix some other date for
determining such eligibility.

Section 5.     Lost Certificates.  Where a person to whom a certificate of stock
---------      -----------------                                                
has been issued alleges it to have been lost, destroyed or wrongfully taken, and
if the corporation is not on notice that such certificate has been acquired by a
bona fide purchaser, a new certificate may be issued upon such owner's
compliance with the following conditions, to-wit: (a) He shall file with the
Secretary of the corporation his request for the issuance of a new certificate,
with an affidavit setting forth the time, place and circumstances of the loss;
(b) He shall also file with the Secretary his unconditional obligation in
writing (or, at the corporation's option, a bond with good and sufficient
security), 

                                       7
<PAGE>
 
acceptable to the corporation, to indemnify and save harmless the corporation
from any and all damage, liability and expense of every nature whatsoever
resulting from the corporation's issuing a new certificate in place of the one
alleged to have been lost; and (c) He shall comply with such other reasonable
requirements as the Chairman of the Board, the President or the Board of
Directors shall deem appropriate under the circumstances.

Section 6.     Replacement of Mutilated Certificates.  A new certificate may be
---------      -------------------------------------                           
issued in lieu of any certificate previously issued that may be defaced or
mutilated upon surrender for cancellation of a part of the old certificate
sufficient in the opinion of the Secretary to duly identify the defaced or
mutilated certificate and to protect the corporation against loss or liability.
Where sufficient identification is lacking, a new certificate may be issued upon
compliance with the conditions set forth in Section 5 of this Article.

                  ARTICLE VIII. INDEMNIFICATION OF OFFICERS,
                        DIRECTORS, EMPLOYEES AND AGENTS
                    --------------------------------------

To the extent permitted by the General Corporation Law of Delaware, the
corporation shall fully indemnify and otherwise protect its officers, directors,
employees and agents.

               ARTICLE IX. REIMBURSEMENT BY CORPORATE EMPLOYEES
               ------------------------------------------------

Any payments made to an employee of the corporation in the form of a salary or
bonus payable which shall be disallowed, in whole or in part, as a deductible
expense to the corporation for federal or state income tax purposes by the
Internal Revenue Service, or by the state revenue department or collector of
revenue, shall be reimbursed by such employee to the corporation to the full
extent of such disallowance within six (6) months after the date on which the
corporation pays the deficiency with respect to such disallowance. It shall be
the duty of the Board of Directors of the corporation to enforce payment to the
corporation by any such employee for the amount disallowed. The corporation
shall not be required to legally defend any proposed disallowance by the
Internal Revenue Service or by the state revenue department or collector of
revenue, and the amount required to be reimbursed by such employee shall be the
amount, as finally determined by Agreement or otherwise, which is actually
disallowed as a deduction. In lieu of payments to the corporation by any such
employee, the Board of Directors may, in the discretion of the Board, withhold
amounts from such employee's future compensation payments until the amount owed
to the corporation has been fully recovered.

                                       8
<PAGE>
 
                             ARTICLE X. AMENDMENT
                             --------------------

All bylaws of this corporation may be altered, amended or added to by a majority
of the stock present and voting therefor at a shareholders' meeting or, subject
to such limitations as the shareholders may from time to time prescribe, by a
majority vote of all of the directors then holding office at any meeting of the
Board of Directors.

                                       9