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                                                                   EXHIBIT 3(ii)

                                    BYLAWS

                                      OF

                       Salem Community Bankshares, Inc.

                                SALEM, VIRGINIA



                             Adopted July 17, 1999
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                            ARTICLE I. SHAREHOLDERS

     SECTION 1.1.  Annual Meeting. The annual meeting of the shareholders to
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elect directors and for the transaction of such other business as may properly
come before the meeting shall be held on the fourth Tuesday of April of each
year or, if such date falls on a legal holiday, the next business day.

     SECTION 1.2.  Special Meetings. Special meetings of shareholders may be
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called by the Chairman of the Board of Directors, the President or by a majority
of the Board of Directors. Business transacted at all special meetings shall be
confined to the purpose(s) stated in the notice.

     SECTION 1.3.  Place of Meeting. The Board of Directors (the "Board") may
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designate any place inside or outside Virginia for any annual or special meeting
of the shareholders. If no designation is made, the meeting will be at the
principal office of the Corporation.

     SECTION 1.4.  Notice of Meeting. Except as otherwise required by the
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Virginia Stock Corporation Act, as now in effect or hereafter from time to time
amended (the "Act"), written notice stating the time and location of the
meeting, and, in case of a special meeting, the purpose(s) of the meeting, shall
be delivered not less than ten nor more than sixty days before the meeting date,
either personally or by mail, to each shareholder of record entitled to vote at
such meeting. If mailed, the notice will be deemed to be delivered when
deposited in the United States mail, postage prepaid, addressed to the
shareholder at his address as it appears on the stock transfer books of the
Corporation.

     SECTION 1.5.  Closing of Transfer Books or Fixing of Record Date. For the
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purpose of determining shareholders entitled to notice of or vote at any
shareholders' meeting, or any adjournment thereof, or entitled to receive
payment of any dividend, or in order to determine shareholders for any other
proper purpose, the Board may close the stock transfer books for a stated period
not to exceed seventy days. If the stock transfer books are closed to determine
shareholders entitled to notice of or vote at a shareholders' meeting, such
books shall be closed for at least ten days immediately preceding such meeting.
In lieu of closing the stock transfer books, the Board may fix in advance a date
as the record date for a determination of shareholders, such date to be not more
than seventy days, and in case of a shareholders' meeting, not less than ten
days, prior to the date on which the particular action requiring a determination
of shareholders is to be taken. If the stock transfer books are not closed and
no record date is fixed for the determination of shareholders entitled to notice
of or vote at a shareholders' meeting, or shareholders entitled to receive
payment of a dividend, the day before the notice of the meeting is mailed or the
date on which the resolution of the Board declaring such

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dividend is adopted, as the case may be, shall be the record date for the
determination of shareholders. Any determination of shareholders entitled to
vote at a shareholders' meeting made as provided in this Section shall apply to
any adjournment thereof, unless the Board fixes a new record date, which it
shall do if the meeting is adjourned to a date more than 120 days after the date
fixed for the original meeting.

     SECTION 1.6.  Presiding Officer and the Secretary. The President, or, in
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his absence, an officer designated by the Board, shall preside at all
shareholder meetings, and the Secretary shall serve as secretary. Otherwise, a
chairman or secretary shall be elected by a majority vote of the shareholders
present to act in the absence of those officers.

     SECTION 1.7.  Voting Lists. The Secretary or other person having charge of
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the stock transfer books of the Corporation shall make, at least ten days before
each shareholders' meeting, a complete list of the shareholders entitled to vote
at such meeting, or any adjournment thereof, with the address of and the number
of shares held by each, which list, for a period of ten days prior to such
meeting, shall be kept on file at the registered office of the Corporation and
shall be subject to inspection by any shareholder at any time during usual
business hours, subject to any limitations on such right provided by the Act or
other provisions of law. Such list shall also be produced and kept open at the
time and place of the meeting for inspection by any shareholder during the whole
time of the meeting for the purposes thereof. The original stock transfer book
is prima facie evidence as to the shareholders who are entitled to examine such
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list or transfer books or to vote at any shareholders' meeting.

     SECTION 1.8.  Quorum. Unless otherwise provided in the Corporation's
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Articles of Incorporation (the "Articles"), a majority of the outstanding shares
of the Corporation entitled to vote, represented in person or by proxy, shall
constitute a quorum at a shareholders' meeting. If less than a quorum is present
at a meeting, a majority of the shares so represented may adjourn the meeting
from time to time without further notice. At such adjourned meeting at which a
quorum is present or represented, any business may be transacted which might
have been transacted at the original meeting. If a quorum exists, action on a
matter by a voting group is approved if the votes cast within the voting group
favoring the action exceed the votes cast opposing the action, unless the vote
of a greater number is required by the Act or the Articles, and except that in
the election of directors those receiving the greatest number of votes cast by
the shares entitled to vote shall be deemed elected, even though not receiving a
majority.

     SECTION 1.9.  Proxies. At all meetings of shareholders, a shareholder may
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vote by proxy executed in writing by the shareholder or by his duly authorized
attorney in fact. Such proxy shall be filed with the Secretary before or at the
meeting. No proxy shall be valid after eleven months from the date of its
execution, unless otherwise provided in the proxy.

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     SECTION 1.10  Action by Shareholders Without a Meeting. Any action required
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to be taken at a meeting of the shareholders of the Corporation, or any action
which may be taken at a meeting of the shareholders, may be taken without a
meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the shareholders entitled to vote with respect to the subject
matter thereof.

     SECTION 1.11  Shareholder Proposals. No business shall be transacted at any
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meeting of shareholders, except such business as shall be (a) specified in the
notice of meeting given as provided in Section 1.4 of this Article I; (b)
otherwise brought before the meeting by or at the direction of the Board; or (c)
otherwise brought before the meeting by a shareholder of record of the
Corporation entitled to vote at the meeting in compliance with the procedure set
forth in this Section 1.11. For business to be brought before a meeting by a
shareholder pursuant to (c) above, the shareholder must have given timely notice
in writing to the President of the Corporation. To be timely, a shareholder's
notice shall be delivered to, or mailed and received at, the principal executive
offices of the Corporation not less than sixty days nor more than ninety days
prior to the meeting; provided, however, in the event that less than seventy
days' notice or prior public disclosure of the date of the meeting is given or
made to shareholders, notice by the shareholder to be timely must be so received
not later than the close of business on the tenth day following the day on which
such notice of the date of the meeting or such public disclosure was made.
Notice shall be deemed to have been given more than seventy days in advance of
an annual meeting of shareholders if the annual meeting is called on the date
indicated by Section 1.1 of this Article I without regard to when public
disclosure thereof is made. Notice of actions to be brought before a meeting
pursuant to (c) above shall set forth, as to each matter the shareholder
proposes to bring before the meeting: a brief description of the business
desired to be brought before the meeting and the reasons for bringing such
business before the meeting; and as to the shareholder giving the notice, (i)
the name and address, as they appear on the Corporation's books, of such
shareholder, (ii) the classes and number of shares of the Corporation which are
owned of record and beneficially by such shareholder, and (iii) any material
interest of such shareholder in such business other than his interest as a
shareholder of the Corporation. Notwithstanding anything in these Bylaws to the
contrary, no business shall be conducted on a shareholder proposal or nomination
except in accordance with the provisions set forth in this Section 1.11. The
requirements of this Section are in addition to any other requirements
established by law and do not impair the effect of the requirements of Section
1.2 of these Bylaws relating to business permitted to be transacted at special
shareholders' meetings. The chairman of the meeting shall, if the facts warrant,
determine and declare to the meeting that any business was not properly brought
before the meeting in accordance with the provisions prescribed by these Bylaws
and, if he should so determine, he shall so declare to the meeting and any such
business not so properly brought before the meeting shall not be transacted.

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                        ARTICLE II. BOARD OF DIRECTORS

     SECTION 2.1.  General Powers. The business and affairs of the Corporation
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shall be managed and administered by the Board of Directors. Except as limited
by the Act, all corporate powers shall be vested in and exercised by the Board.

     SECTION 2.2.  Number, Tenure and Qualifications. The number of directors of
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the Corporation shall be at least five and no more than twenty-five. The number
of directors may be increased or decreased from time to time by amendment of
these Bylaws within the variable range established by the Articles. At each
annual meeting of shareholders, the number of directors equal to the number of
the class whose term expires at the time of such meeting shall be elected to
hold office until the third succeeding annual meeting and until their successors
shall have been elected and qualify.

     SECTION 2.3.  Regular Meetings. A meeting of the Board shall be held
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immediately after each annual meeting of shareholders without notice other than
that given by these Bylaws, at which meeting there shall be elected at least a
Chairman of the Board, or a President, a Secretary and a Treasurer, who shall
hold such offices until the first meeting of the Board following the next annual
meeting of shareholders and until their successors shall be elected and qualify
or until their earlier resignation or removal. Regular meetings of the Board
shall be held as provided by resolution of the Board.

     SECTION 2.4.  Special Meetings. Special meetings of the Board may be called
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by or at the request of the Chairman, the President or by a majority of the
Board. The person or persons calling a special meeting of the Board may fix any
place inside or outside Virginia as the place for holding that special meeting.

     SECTION 2.5.  Action by Directors Without a Meeting; Telephonic Attendance.
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Any action of the Board, or of any committee of the Board, may be taken without
a meeting if a consent in writing, setting forth the action so taken, shall be
signed by all of the directors, or by all of the members of the committee, as
the case may be. Directors may participate in meetings of the Board and
committees of the Board by, and such meetings may be conducted through, the use
of any means of communication by which all directors participating may
simultaneously hear each other during the meeting. Directors so participating
are deemed to be present in person at the meeting and will be counted in
determining whether a quorum is present.

     SECTION 2.6.  Notice. Notice of any special meeting (which notice need not
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state the purpose of or business to be conducted at the meeting) shall be given
by written notice delivered personally or mailed to each director at his
business address, or by telephone, facsimile or telegram. If notice is by
personal delivery, facsimile or telephone,

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the delivery, facsimile transmission or telephone call shall be at least two
days prior to the special meeting. If notice is given by mail or telegram, such
notice shall be deposited in the United States mail, postage prepaid, addressed
to each director at his business address or delivered to the telegraph company,
as the case may be, at least five days prior to the special meeting.

     SECTION 2.7.  Quorum. Except as may otherwise be provided in the Articles
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or in these Bylaws, a majority of the full Board or of the full membership of
any committee thereof shall constitute a quorum for the transaction of business
at any meeting of the Board or such committee, as the case may be. If less than
such majority is present at a meeting, a majority of directors present may
adjourn the meeting from time to time without further notice.

     SECTION 2.8.  Committees. By resolution, the Board shall designate from
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among Board members an Executive Committee, which shall include the President
and the Chairman of the Board, which shall exercise all of the authority of the
Board except as limited by law, the Articles or the Board itself. The Board may
designate from among its members other committees for such purposes and with
such powers as the Board may determine. All committees shall keep regular
minutes of their meetings and shall report their actions to the Board at its
next regular meeting.

     SECTION 2.9.  Manner of Acting. The act of the majority of the directors
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present at a meeting at which a quorum is present shall be the act of the Board
or any committee thereof, unless the Articles or these Bylaws require the vote
of a greater number of directors.

     SECTION 2.10.  Vacancies. Any vacancy occurring on the Board, including a
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vacancy resulting from an increase in the number of directors, may be filled by
the affirmative vote of a majority of the remaining directors, though less than
a quorum of the Board. If a vacancy is filled by the shareholders, a vacant
office held by a director elected by a voting group of shareholders shall be
filled by a vote of only the holders of that voting group.

     SECTION 2.11.  Compensation. Payment to the directors for the expense, if
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any, of attendance at meetings of the Board, and of a fixed sum for attendance
at meetings of the Board or a stated salary as director may be authorized by
Board resolution. Members of special or standing committees may be authorized by
Board resolution to receive like compensation for attending meetings.

     SECTION 2.12.  Retirement. Except for Members of the Board serving as such
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on July 17, 1999, no person shall stand for election or re-election to the Board
who has reached the age of 75 years prior to the date of the regular annual
meeting of the

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shareholders at which an election of directors is held, and no person who has
reached the age of 75 years may be elected to fill a vacancy on or as an
addition to the Board.

     SECTION 2.13.  Honorary Directors. The Board shall not appoint any Honorary
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Director, Honorary Chairman, Honorary President, or Honorary Officer.

                             ARTICLE III. OFFICERS

     SECTION 3.1.  Generally. The officers of the Corporation shall include a
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President, a Secretary and a Treasurer. Except as provided in these Bylaws, all
such officers shall be elected by the Board of Directors. Any one or more
offices may be held by the same person.

     SECTION 3.2.  President. The Board shall appoint a President of the
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Corporation to serve at the pleasure of the Board. The President shall supervise
the carrying out of the policies adopted or approved by the Board and shall be
the Chief Executive Officer of the Corporation. The President shall have general
executive powers, as well as the specific powers conferred by these Bylaws. The
President shall also have and may exercise such further powers and duties as
from time to time may be conferred upon or assigned to him by the Board.

     SECTION 3.3.  Secretary. The Board shall appoint a Secretary to serve at
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the pleasure of the Board. The Secretary shall: (a) keep the minutes of the
shareholders', Board and committee meetings in one or more books provided for
that purpose; (b) see that all notices are duly given in accordance with the
provisions of these Bylaws and as required by law; (c) be custodian of the
corporate records and the Corporation's seal and see that the Corporation's seal
is affixed to all documents for which it is required; (d) sign with the
President or other designated officer stock certificates of the Corporation
issued as authorized by resolution of the Board; (e) have general charge of the
stock transfer books and shareholder list of the Corporation; and (f) in general
perform all duties incident to the office of Secretary and such other duties as
may from time to time be assigned to him by the President or the Board.

     SECTION 3.4.  Treasurer. The Board shall appoint a Treasurer, and if
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required by the Board, the Treasurer shall give a bond for the faithful
discharge of his duties in such sum and with such surety or sureties as the
Board shall determine. He shall: (a) have charge and custody of and be
responsible for all funds and securities of the Corporation; (b) receive and
give receipts for monies due and payable to the Corporation from any source
whatsoever, and deposit all such monies in the name of the Corporation in such
banks, trust companies or other depositories as shall be selected by the Board;
and (c) in general perform all of the duties incident to the office of Treasurer
and such other duties as from time to time may be assigned to him by the
President or the Board.

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     SECTION 3.5.  Other Officers. The Board may appoint one or more Vice
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Presidents (including Senior Vice Presidents, Assistant Vice Presidents and the
like), one or more Assistant Secretaries, one or more Assistant Treasurers and
such other officers and assistant officers as it deems appropriate to
transacting the business of the Corporation. Such officers shall exercise such
powers and perform such duties as pertain to their offices or are assigned to
them by the President, any other superior officer or the Board. The Board may by
resolution authorize any duly appointed officer to appoint one or more officers
or assistant officers.

     SECTION 3.6.  Removal. Any officer or agent may be removed by the Board at
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any time, with or without cause, whenever the Board in its sole discretion shall
consider that the best interests of the Corporation will be served thereby, but
such removal shall be without prejudice to the contract rights, if any, of the
person so removed. Any officer or agent appointed by another officer may be
removed at any time, with or without cause, by the Board or by such appointing
officer whenever the Board or such appointing officer, in its or his sole
discretion, shall consider that the best interests of the Corporation shall be
served thereby.

     SECTION 3.7.  Vacancies. The Board may fill any vacancy occurring in the
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offices of the Corporation at any regular meeting of the Board or at a special
meeting of the Board called for that purpose. An officer elected to fill a
vacancy shall be elected for the unexpired term of his predecessor in office.

     SECTION 3.8.  Salaries. The salaries of the officers shall be fixed from
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time to time by the Board. The President, or any other officer duly authorized
by the Board or the President, may fix the salaries of the employees who are not
officers, subject to the approval of the Board.

               ARTICLE IV. STOCK CERTIFICATES AND THEIR TRANSFER

     SECTION 4.1.  Certificates for Shares. The Board will determine the form of
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certificates representing shares of the Corporation. Such certificates shall
bear the signature (or a facsimile thereof if such certificates are
countersigned by an appropriate party in accordance with the Act) of the
President or a Vice President and the Secretary or an Assistant Secretary and
shall bear the corporate seal or a facsimile thereof. All stock certificates
shall be consecutively numbered or otherwise identified. The name and address of
the person to whom the shares represented thereby are issued, and the number of
shares and date of issue, shall be entered on the stock transfer books of the
Corporation. All certificates surrendered to the Corporation for transfer shall
be canceled, and no new certificates will be issued until the former certificate
for a like number of shares has been surrendered and canceled, except that a
replacement for a lost, destroyed

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or mutilated certificate may be issued upon such terms and indemnity to the
Corporation as the Board prescribes. No stock certificate will be issued, and no
dividend payment will be made, for fractional shares of common stock.

     SECTION 4.2.  Transfer of Shares. Transfer of shares shall be made only on
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the stock transfer books of the Corporation by the holder of record or by his
legal representative, who must furnish evidence of authority satisfactory to the
Corporation, and on surrender for cancellation of the certificate for such
shares. The Corporation may treat the holder of record of any share or shares of
stock as the holder in fact thereof and accordingly is not bound to recognize
any equitable or other claim to or interest in such shares on the part of any
other person, whether or not it shall have notice thereof, except as expressly
provided by the laws of the Commonwealth of Virginia.

                         ARTICLE V. CONTRACTS, LOANS,
                              CHECKS AND DEPOSITS

     The President shall have by virtue of his office "full signing authority"
and shall have the power to sign, countersign, attest, affix the corporate seal,
to acknowledge, endorse, guarantee signatures upon and deliver checks, drafts,
agreements, contracts, indentures, mortgages, deeds, conveyances, transfers,
certificates, declarations, receipts, discharges, releases, satisfactions,
settlements, petitions, schedules, accounts, affidavits, bonds, undertakings,
proxies and other documents, securities, chases in action and instruments of
every kind and description on behalf of the Corporation in its corporate or any
fiduciary capacity. The President shall be authorized to grant in writing to
individual officers and employees signing authority on behalf of the Corporation
in its corporate or any fiduciary capacity, limited as he in his discretion
deems necessary.


                         ARTICLE VI. BOOKS AND RECORDS

     The Board shall determine from time to time whether, and, if allowed, when
and under what conditions and regulations, the accounts and books of the
Corporation (except such as may by statute be specifically opened to
inspection), or any of them, shall be opened to the inspection of the
shareholders, and the shareholders' rights in this respect are and shall be
restricted and limited accordingly.

                               ARTICLE VII. SEAL

     The Board may authorize the use of a corporate seal, but failure to use the
seal shall not affect the validity of any instrument. The use of a facsimile of
a seal, or the affixing of a scroll by way of a seal, or the execution of a
document containing words

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importing a sealed document shall be of the same force as if actually sealed by
physically affixing an impression of a seal.

                        ARTICLE VIII. WAIVER OF NOTICE

     Whenever any notice is required to be given to any shareholder or director
of the Corporation under the provisions of these Bylaws, the Articles or the
Act, a waiver thereof in writing, signed by the person or persons entitled to
such notice, whether before or after the time stated therein, shall be deemed
equivalent to the giving of such notice. Attendance at or participation in any
shareholders' meeting by a shareholder, or at any Board or Board committee
meeting by a director, waives any required notice unless objection is timely
made as provided by the Act.


(SEAL)
                                            ________________________________
                                            Secretary

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