Exhibit 4.1(b)

                             STATE OF SOUTH CAROLINA
                               SECRETARY OF STATE

                              ARTICLES OF AMENDMENT



TYPE OR PRINT CLEARLY IN BLACK INK

Pursuant Section  33-10-106 of the 1976 South Carolina Code of Laws, as amended,
the undersigned  corporation  adopts the following  Articles of Amendment to its
Articles of Incorporation:

1.       The name of the corporation is GrandSouth Bancorporation

2.       Date of Incorporation: June 7, 2000

3.       Agent's Name and Address: Ronald K. Earnest 381 Halton Road Greenville,
         SC 29607

4.       On October 21, 2009, the corporation adopted the following Amendment(s)
         of its Articles of Incorporation:  (Type or attach the complete text of
         each Amendment)


                          See Annex A attached hereto.








5. The  manner,  if not set  forth in the  Amendment,  in  which  any  exchange,
reclassification, or cancellation of issued shares provided for in the Amendment
shall be effected, is as follows: (if not applicable, insert "not applicable" or
"NA").






6. Complete either "a" or "b," whichever is applicable.

        a. [ ] Amendment(s) adopted by shareholder action.

               At the  date of  adoption  of the  Amendment(s),  the  number  of
               outstanding   shares  of  each  voting  group  entitled  to  vote
               separately on the Amendment(s), and vote of such shares was:

<TABLE>
<CAPTION>
                                Number of              Number of            Number of Votes         Number of Undisputed
         Voting                Outstanding           Votes Entitled         Represented at                 Shares
         Group                   Shares                to be Cast             the Meeting             For or Against
         -----                   ------                ----------             -----------             --------------

<S>                             <C>                     <C>                   <C>                    <C>        <C>

</TABLE>



<PAGE>


                                                       GrandSouth Bancorporation
                                                             NAME OF CORPORATION


Note:    Pursuant to Section 33-10-106(6)(i), of the 1976 South Carolina Code of
         Laws, as amended,  the  corporation can  alternatively  state the total
         number of disputed  shares cast for the  amendment by each voting group
         together  with a statement  that the number cast for the  amendment  by
         each voting group was sufficient for approval by that voting group.


          b.   [X] The  Amendment(s)  was duly adopted by the  incorporators  or
               board of  directors  without  shareholder  approval  pursuant  to
               Sections  33-6-102(d),  33-10-102 and 33-10-105 of the 1976 South
               Carolina Code of Laws, as amended, and shareholder action was not
               required.

7. Unless a delayed dated is specified,  the effective date of these Articles of
Amendment  shall be the date of acceptance  for filing by the Secretary of State
(See Section 33-1-230(b) of the 1976 South Carolina Code of Laws, as amended)


Date December 8, 2009
                               GrandSouth Bancorporation
                               Name of Corporation

                               S/Ronald K. Earnest
                               -------------------------------------------------
                               Signature

                               Ronald K. Earnest, President
                               -------------------------------------------------
                               Type or Print Name and Office






























DOM-ARTICLES OF AMENDMENT                         FORM REVISED BY SOUTH CAROLINA
                                                SECRETARY OF STATE, JANUARY 2000


<PAGE>


                                     ANNEX A
                        TERMS OF SERIES A PREFERRED STOCK

                  Pursuant to the provisions of Sections  33-6-102 and 33-10-106
         of the South Carolina Business Corporation Act of 1988, as amended, and
         the Articles of Incorporation of GrandSouth Bancorporation, a series of
         Preferred  Stock of the  corporation  is hereby  created  designated as
         Series A Preferred Stock consisting of 500,000  authorized  shares, and
         the voting and other powers,  preferences and relative,  participating,
         optional  or other  rights,  and the  qualifications,  limitations  and
         restrictions thereof, of the shares of such series, are as follows:

                  (1)      No Par  Value or  Maturity.  The  Series A  Preferred
                           Stock shall have no par value or maturity.

                  (2)      Rank. Except as otherwise provided herein, the Series
                           A Preferred  Stock,  with respect to dividend rights,
                           ranks  senior  to the  Common  Stock  and  all of the
                           classes  and  series  of  equity  securities  of  the
                           corporation,  other  than any  classes  or  series of
                           equity  securities  of the  corporation  subsequently
                           issued  ranking on a parity  with,  or senior to, the
                           Series A Preferred Stock, as to dividend rights.  The
                           Series  A  Preferred  Stock  is  subordinate  to  the
                           liquidation and dividend  preferences of the Series T
                           Preferred Stock and the Series W Preferred Stock. The
                           relative  rights  and  preferences  of the  Series  A
                           Preferred  Stock may be  subordinated to the relative
                           rights  and  preferences  of  holders  of  subsequent
                           issues of other classes or series of preferred  stock
                           and equity  securities of the corporation  designated
                           by the Board of  Directors.  The  Series A  Preferred
                           Stock is junior to  indebtedness  issued from time to
                           time  by  the   corporation,   including   notes  and
                           debentures.

                  (3)      Voting Rights. Except as provided by law, the holders
                           of the Series A Preferred  Stock  shall have  limited
                           voting  rights,  and shall be  entitled  to vote only
                           upon any proposal for a Change of Control (as defined
                           below).  On those  matters  in which the  holders  of
                           Series A Preferred  Stock are  entitled to vote,  the
                           holders  shall  have  the  right to one vote for each
                           share  of  Series A  Preferred  Stock,  and  shall be
                           entitled  to  receive  notice  of  any   shareholders
                           meeting held to act upon such  matters in  accordance
                           of  the  Bylaws  of the  corporation,  and  shall  be
                           entitled  to vote in such  manner as provided by law.
                           Except as  provided  by law,  the holders of Series A
                           Preferred  Stock shall vote together with the holders
                           of Common Stock as a single voting group,  and not as
                           a separate voting group.

                           The term  "Change of Control" as used in this Article
                           3 shall mean the consummation of (i) a merger,  share
                           exchange, consolidation or other business combination
                           of the  corporation  with any other "person" (as such
                           term is used  in  Sections  13(d)  and  14(d)  of the
                           Securities  Exchange  Act of  1934,  as  amended)  or
                           affiliate  thereof,   other  than  a  merger,   share
                           exchange,  consolidation or business combination that
                           would result in the  outstanding  Common Stock of the
                           corporation  immediately prior thereto  continuing to
                           represent  (either  by  remaining  outstanding  or by
                           being  converted  into common stock of the  surviving
                           entity or a parent or  affiliate  thereof)  more than
                           fifty percent (50%) of the  outstanding  common stock
                           of the corporation or such surviving entity or parent
                           or affiliate  thereof  outstanding  immediately after
                           such  merger,   share  exchange,   consolidation   or
                           business  combination,  or (ii) an agreement  for the
                           sale  or  disposition  by the  corporation  of all or
                           substantially all of the corporation's assets.

                  (4)      Dividend  Rights.  The  holders of shares of Series A
                           Preferred  Stock shall be entitled to a preference in

<PAGE>

                           the  distribution  of  dividends,  when,  as  and  if
                           declared by the Board of Directors, and shall receive
                           out  of  any  assets  of  the   corporation   legally
                           available  therefor,  dividends in a per share amount
                           equal  to 105%  of that  declared  on the  shares  of
                           Common Stock prior to the payment of any dividends to
                           the holders of the Common Stock;  provided,  however,
                           that for purposes of this  paragraph (4) only,  stock
                           dividends  declared  on the  shares of  Common  Stock
                           shall not be treated  as  dividends  declared  on the
                           shares  of the  Common  Stock.  Dividends  paid  with
                           respect  to the  shares of Series A  Preferred  Stock
                           shall not be cumulative,  and the  corporation  shall
                           have the right to waive the declaration or payment of
                           dividends.  Any dividends  waived by the  corporation
                           shall not  accumulate to future periods and shall not
                           represent a contingent liability of the corporation.

                  (5)      Liquidation  or  Dissolution.  In  the  event  of any
                           voluntary or involuntary liquidation, dissolution, or
                           winding  up of the  affairs of the  Corporation,  the
                           holders of the Series A  Preferred  Stock shall share
                           ratably in the net assets of the Corporation with the
                           holders of the Common Stock based on their respective
                           number of shares,  regardless of class or type, based
                           on an assumed  conversion  of the Series A  Preferred
                           Stock into shares of Common Stock on the basis of one
                           for one,  subject to the  provisions of paragraph (7)
                           below.  Neither a Change of Control nor any  purchase
                           or  redemption  of  stock of the  corporation  of any
                           class   shall  be   deemed   to  be  a   liquidation,
                           dissolution or winding up of the  corporation  within
                           the meaning of the provisions of this paragraph (5).

                  (6)      Treatment upon a Change of Control.  In the event of,
                           and contingent upon the effectiveness of, a Change of
                           Control, each outstanding share of Series A Preferred
                           Stock  shall  automatically  convert  to one share of
                           Common Stock of the  corporation and receive the same
                           consideration   as  each   share  of   Common   Stock
                           outstanding  immediately prior to the consummation of
                           such Change of Control.

                  (7)      Antidilution  Adjustments.   If,  by  reason  of  any
                           merger, consolidation, liquidation, reclassification,
                           recapitalization, stock split, combination of shares,
                           or stock dividend,  the outstanding  shares of Common
                           Stock are  increased  or decreased or changed into or
                           exchanged for a different number or kind of shares or
                           other  securities of the  corporation or of any other
                           corporation,  appropriate adjustment shall be made by
                           the  Board of  Directors  of the  corporation  in the
                           number, and relative terms, of the shares of Series A
                           Preferred Stock.

                   (8)     Notices.  All  notices  required or  permitted  to be
                           given by the corporation with respect to the Series A
                           Preferred Stock shall be in writing, and if delivered
                           by first class United States mail,  postage  prepaid,
                           to the  holders  of the Series A  Preferred  Stock at
                           their last  addresses  as they shall  appear upon the
                           books  of  the  corporation,  shall  be  conclusively
                           presumed to have been duly given,  whether or not the
                           shareholder actually receives such notice.

                  (9)      Status of  Reacquired  Shares  of Series A  Preferred
                           Stock.  Shares of Series A Preferred Stock issued and
                           reacquired by the  corporation  shall have the status
                           of authorized and unissued shares of preferred stock,
                           undesignated as to series, subject to later issuance.