Exhibit 3.1 - Amendment to Bylaws

                             RESOLUTIONS ADOPTED BY
                            THE BOARD OF DIRECTORS OF
                           FIRST COLONIAL GROUP, INC.

         Whereas, the Board of Directors desires to amend the Bylaws to clarify
the procedures under which shareholders may nominate directors to be elected and
proposals to be considered at a meeting of shareholders.

         Now, therefore, be it resolved that Section 202 of the Bylaws of the
Corporation is hereby amended and restated in its entirety to read as follows:

         Section 202.  Nomination of Directors and Submission of Proposals.

          Nominations for directors to be elected, or proposals to be
considered, at a meeting of shareholders may be made by the Board of Directors
or by any shareholder of any outstanding class of capital stock of the
Corporation. Nominations and proposals by the Board of Directors shall be made
pursuant to such procedures as they may determine. Nominations by shareholders
for directors to be elected, or proposals by shareholders to be considered, at a
meeting of shareholders and which have not been previously approved by the Board
of Directors must be submitted to the Secretary of the Corporation in writing,
either by personal delivery, nationally-recognized express mail or United States
mail, postage prepaid, not later than (i) with respect to an election to be
held, or a proposal to be considered, at an annual meeting of shareholders, the
latest date upon which shareholder proposals must be submitted to the
Corporation for inclusion in the Corporation's proxy statement relating to such
meeting pursuant to Rule 14a-8 under the Securities Exchange Act of 1934, as
amended, or any successor rule or regulation promulgated by the SEC or, if no
such rules apply, at least ninety (90) days prior to the date one year from the
date of the immediately preceding annual meeting of shareholders, and (ii) with
respect to an election to be held, or a proposal to be considered, at a special
meeting of shareholders, the earlier of (a) thirty (30) days prior to the
printing of the Corporation's proxy materials or information statement with
respect to such meeting or (b) if no proxy materials or information statement
are being distributed to shareholders, at least the close of business on the
fifth day following the date on which notice of such meeting is first given to
shareholders. Each such nomination or proposal shall set forth: (i) the name and
address of the shareholder making the nomination or proposal and the person or
persons nominated, or the subject matter of the proposal submitted; (ii) a
representation that the shareholder is a holder of record of capital stock of
the Corporation entitled to vote at such meeting and intends to appear in person
or by proxy at the meeting to vote for the person or persons nominated, or the
proposal submitted; (iii) a description of all arrangements and understandings
between the shareholder and each nominee and any other person or persons (naming
such person or persons) pursuant to which the nomination was made, or the
proposal was submitted, by the shareholder; (iv) such other information
regarding each nominee proposed by such shareholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission had the nominee been nominated by the Board
of Directors; and (v) the consent of each nominee to serve as a director of the
Corporation if so elected. The officer presiding over the meeting, in his or her
sole and absolute discretion, may reject any nomination or proposal not made in
accordance with the foregoing.