Exhibit 3.2

BYLAWS

OF

MILLENNIUM BANKSHARES CORPORATION

(As Amended through September 15, 2005)

ARTICLE I

STOCKHOLDERS MEETINGS

Section 1. Annual Meeting.The annual meeting of the stockholders for the election of Directors and the transaction of such
other business as may properly come before it shall be held at the registered office of the Corporation in the Commonwealth of Virginia, or at such place within or without the Commonwealth of Virginia as may be determined by the Board of Directors.
The annual meeting shall be held on the first Thursday in the month of May of each and every year at 3:00 oclock, p.m., or at such date and time as may be determined by the Board of Directors. If that day is a legal holiday, the annual meeting
shall be held on the next succeeding day not a legal holiday. The Secretary shall give personally or by mail, not less than ten nor more than sixty days before the date of the meeting to each stockholder entitled to vote at such meeting, written
notice stating the place, date and hour of the meeting. If, at the stockholders meeting, action will be taken to act on an amendment of the articles of incorporation, a plan of merger or share exchange, a proposed sale of assets other than in
the regular course of business, or the dissolution of the corporation, notice of the meeting shall be given to all stockholders, whether or not entitled to vote, not less than twenty-five nor more than sixty days before the meeting date, and such
notice shall state that the purpose, or one of the purposes, of the meeting is to consider one of the aforementioned actions. If mailed, the notice shall be addressed to the stockholder at his address as it appears on the record of the stockholders
of the Corporation unless he shall have filed with the Secretary of the Corporation a written request that notices intended for him be mailed to a different address, in which case it shall be mailed to the address designated in the request. Any
notice of meeting may be waived by a stockholder by submitting a signed waiver either before or after the meeting, or by attendance at the meeting.

Section 2. Special Meeting.Special meetings of stockholders, other than those regulated by statute, may be called at any time by the Chairman of the Board of Directors, the Chief Executive Officer, a majority of the Directors
or the President and must be called by the President upon written request of the holders of 20% of the outstanding shares entitled to vote at such special meeting. Written notice of such meetings stating the place within or without the Commonwealth
of Virginia, the date and hour of the meeting, the purpose or purposes for which it is called, and the name of the person or persons by whom or at whose direction the meeting is called shall be given not less than ten nor more than sixty days before
the date set for the meeting; except that notice of a special meeting to act on an amendment of the articles of incorporation, a plan of merger or share exchange, a proposed sale of assets other than in the regular course of business, or the
dissolution of the corporation, shall be given to all stockholders not less than



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twenty-five nor more than sixty days before the meeting date, and such notice shall state that the purpose of the meeting is to consider one of the
aforementioned actions. If mailed, the notice shall be sent to each stockholder of record in the same manner as notice of the annual meeting. No business other than that specified in the notice of meeting shall be transacted at any such special
meeting. Notice of special meeting may be waived by submitting a signed waiver or by attendance at the meeting.

Section 3.
Quorum.The presence, in person or by proxy, of the holders of a majority of the outstanding shares entitled to vote thereat shall be necessary to constitute a quorum for the transaction of business at all meetings of the
stockholders. If, however, such quorum shall not be present or represented at such meeting, the stockholders entitled to vote thereat, present in person or represented by proxy, shall have the power to adjourn the meeting to a future date at which a
quorum shall be present or represented. The stockholders present at a duly organized meeting can continue to do business until adjournment, notwithstanding the withdrawal of enough stockholders to leave less than a quorum. At said duly organized
meeting, any business may be transacted which might have been transacted at the meeting as originally called.

Section 4. Record
Date.The Directors may fix in advance a date not less than ten nor more than seventy days prior to the date of any meeting of the stockholders or prior to the last day on which the consent or dissent of or action by the stockholders may be
effectively expressed for any purpose without a meeting, as the record date for the determination of stockholders.

Section 5.
Voting. A stockholder entitled to vote at a meeting may vote at such meeting in person or by proxy. Except as otherwise provided by law or the Articles of Incorporation, every stockholder shall be entitled to one vote for each share
outstanding in his name on the record of stockholders. Except as these Bylaws otherwise provide, all corporate action shall be determined by vote of a majority of the votes cast at a meeting of stockholders by the holders of shares entitled to vote
thereon.

Section 6. Proxies.Every proxy must be dated and signed by the stockholder or by his attorney-in-fact. No proxy
shall be valid after the expiration of eleven months from the date of its execution, unless otherwise provided therein. Every proxy shall be revocable at the pleasure of the stockholder executing it, except where an irrevocable proxy is permitted by
statute.

Section 7. Consents.Whenever by a provision of a statute or by these Bylaws the vote of stockholders is required or
permitted to be taken at a meeting thereof in connection with any corporate action, the meeting and the vote of stockholders may be dispensed with, if all the stockholders who would have been entitled to vote upon the action, if such meeting were
held, shall consent in writing to such corporate action being taken.

Section 8. Presiding Officer.The Board of Directors
shall appoint one of its members to be the Chairman to serve at its pleasure. The Chairman of the Board of Directors shall preside over each meeting of the stockholders, or, in the absence of the Chairman, such other person as the Board of Directors
may designate from time to time, or, in the absence of such designee or, if no designation has been made, a chairman chosen at the meeting. The Secretary shall act as



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secretary of each meeting of the stockholders, or, in the absence of the Secretary, such other person as the Board of Directors may designate from time to
time, or, in the absence of such designee or, if no designation has been made, the chairman of the meeting may appoint a person to act as the secretary for that meeting until the arrival of the Secretary or the designee of the Board of Directors.

ARTICLE II

DIRECTORS

Section 1. Number and Qualifications.The management and control of the affairs, business and property of the Corporation
shall be vested in the Board of Directors. The number of directors shall be eleven (11), which number may be increased or decreased from time to time by amendment of these Bylaws. The Directors shall be elected at the annual meeting of the
stockholders, except as otherwise provided for filling vacancies. The directors shall be divided into three classes (A, B, and C) as nearly equal in number as possible. The initial term of office for members of Class A shall expire at the first
annual meeting of stockholders after their election; the initial term of office for members of Class B shall expire at the second annual meeting of stockholders after their election; and the initial term of office for members of Class C shall expire
at the third annual meeting of stockholders after their election. At each annual meeting of stockholders following such initial classification and election, directors elected to succeed those directors whose terms expire shall be elected for a term
of office to expire at the third succeeding annual meeting of stockholders after their election, and shall continue to hold office until their respective successors are elected and qualify or until his death, resignation or removal. In the event of
any increase or decrease in the number of directors fixed by the Bylaws, all classes of directors shall be increased or decreased as equally as may be possible.

Nominations for election to the Board of Directors may be made by the Board of Directors or by any stockholder of any outstanding capital stock of the Corporation entitled to vote for election of directors.
Nominations other than those made by or on behalf of the existing management shall be made in writing and be delivered or mailed to the President of the Corporation and to the Federal Reserve Bank, in Richmond, Virginia, not less than 14 days nor
more than 50 days prior to any meeting of shareholders called for the election of directors; provided, however, that is less than 21 days notice of the meeting is given to shareholders, such nominations shall be mailed or delivered to the President
of the Corporation and to the Federal Reserve Bank not later than the close of business on the seventh day following the day on which the notice of meeting was mailed. Such notification shall contain the following information to the extent known to
the notifying shareholder:



| | (1) | The name and address of each proposed nominee,
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| | (2) | The principal occupation of each proposed nominee;
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| | (3) | The total number of shares of capital stock of the Corporation that will be voted for each proposed nominee;
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| | (4) | The name and residence address of the notifying shareholder; and,
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| | (5) | The number of shares of capital stock of the Corporation owned by the notifying shareholder.
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Nominations not made in accordance herewith may, in his/her discretion be disregarded by the Chairman of the meeting, and the vote tellers may disregard
all votes cast for each nominee. No bylaw may unreasonable restrict the nomination of directors by shareholders.

A director may resign at
any time by delivering written notice to the Board of Directors, its Chairman, or the Corporation, which resignation shall be effective when the notice is delivered unless the notice specifies a later effective date.

A director may be removed by shareholders at a meeting called to remove him or her, when notice of the meeting stating that the purpose or one of the
purposes is to remove him or her is provided. If there is a failure to fulfill one of the affirmative requirements for qualification, or for cause, provided, however, that a director may not be removed if the number of votes sufficient to elect him
or her under cumulative voting is voted against his or her removal.

Section 2. Annual Meeting.The annual meeting of the Board
of Directors shall be held in each year immediately after and at the same place as the annual meeting of stockholders. No notice of the annual meeting of the Board of Directors need be given. At such meeting the Board of Directors shall elect
Officers of the Corporation.

Section 3. Regular Meetings.Regular meetings of the Board of Directors may be held at such
places and at such times as the Board may from time to time determine by resolution.

Section 4. Special Meetings.Special
meetings of the Board of Directors shall be held whenever called by the Chairman, the President or by a majority of the Directors. Notice of each special meeting of the Board of Directors shall be given to each Director at least fourteen days before
the day on which the special meeting is to be held.

Section 5. Quorum.At each meeting of the Board of Directors, a majority
of the Directors shall be present in order to constitute a quorum for the transaction of business, and the acts of a majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors.

Section 6. Place of Meeting.The Board of Directors may hold its meetings at such places within or without the Commonwealth of Virginia as
shall be specified or fixed in the respective notice or waivers of notice thereof.

Section 7. Consents.Any action which may
be taken at a meeting of the Directors, or of the members of the executive committee, if there be such, may be taken without a meeting if a consent or consents in writing, setting forth the action so taken, shall be signed by all of the Directors,
or members of the executive committee, as the case may be, and shall be filed with the Secretary of the Corporation.



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Section 8. Powers.

(a) General Powers.The Board of Directors shall have all the power and authority granted by law to the Board, including all powers necessary or
appropriate to the management of the business and affairs of the Corporation.

(b) Specific Powers.Without limiting the general
powers conferred by the last preceding clause and the powers conferred by the Articles of Incorporation and these Bylaws, it is hereby expressly declared that the Board of Directors shall have the following powers:

(1) To confer upon any Officer or Officers of the Corporation the power to choose, remove or suspend assistant officers, agents or servants.

(2) To appoint any person, firm or corporation to accept and hold in trust for the Corporation any property belonging to the Corporation or in which
it is interested, and to authorize any such person, firm or corporation to execute any documents and perform any duties that may be requisite in relation to any such trust.

(3) To appoint a person or persons to vote shares of another corporation held and owned by the Corporation.

(4) To fix the place, time and purpose of meetings of stockholders.

(5) To fix the compensation of Directors for their services.

(6) To create and issue rights, options, or
warrants for the purchase of shares of any class of the stock of the Corporation, upon such terms and conditions and for such consideration, if any, and such purposes as the Board of Directors may approve.

(7) To issue, without the necessity of shareholder approval, rights, options, or warrants for the purchase of shares of the common stock of the
Corporation to the members of the initial Board of Directors of the Corporation and any other initial subscribers of stock pursuant to the Corporations initial private offering on the basis of one warrant to purchase one share of the common
stock of the Corporation for each share of the common stock of the Corporation which such shareholder purchases pursuant to the initial private offering of shares of the common stock of the Corporation. Such rights, options or warrants shall be
issued upon such terms and conditions as the Board of Directors may approve.

Section 9. Removal of Directors by Stockholders.The entire Board of Directors or any individual Director may be removed from office at any time but only for cause and only by the affirmative vote of the holders of more than two-thirds of the voting stock of the Corporation then outstanding at
a meeting called for that purpose.



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Section 10. Vacancies.Newly-created directorships resulting from an increase by not more
than two in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement, disqualification, removal from office, or other cause, shall be filled by the affirmative vote of a majority of
the directors then in office, whether or not a quorum, or by a sole remaining Director. If there are no Directors in office, then all vacancies in the Board of Directors shall be filled by the vote of stockholders at a regular or special meeting
duly called for that purpose. Each director so chosen shall hold office until the expiration of the term of the director, if any, whom he has been chosen to succeed or, if none, until the expiration of the term of the class assigned to the
additional directorship to which he has been elected, or until his earlier death, resignation, or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.

Section 11. Regulations.The Board of Directors may adopt such rules and regulations for the conduct of its meetings and for the management
of the business and affairs of the Corporation as it may deem proper and not inconsistent with the law, the Articles of Incorporation, and these Bylaws.

Section 12. Compensation.Directors may receive such compensation for their services, and allowances for expenses, as the Board of Directors may fix from time to time.

Section 13. Executive Committee.The Board of Directors may, in its discretion, designate by resolution an Executive Committee consisting of
three (3) or more Directors. Each member of the Executive Committee shall hold office until the annual meeting of the Board of Directors held next after his election or other manner of appointment, and until his successor shall have been
elected and shall qualify, or until he shall cease to be a Director, or his death, resignation or removal. The Executive Committee shall have and may exercise all of the powers of the Board of Directors in the management of the business and affairs
of the Corporation, except as may be provided in the resolution designating the Executive Committee, and provided that the Executive Committee shall not have the power to amend the Articles of Incorporation, to make, alter or repeal these Bylaws, to
adopt an agreement of merger or consolidation, to recommend to the stockholders the sale, lease or exchange of all, or substantially all, of the Corporations property and assets, or to recommend to the stockholders a dissolution of the
Corporation or a revocation of a dissolution. The designation of an Executive Committee, the delegation of authority to it, and the exercise of such delegated authority by the Executive Committee, shall not relieve the Board of Directors or any
member thereof from the responsibility imposed on it or him by law. The Board of Directors may remove any member of the Executive Committee and may, by resolution, dissolve the Executive Committee. The Board of Directors shall fill any vacancies on
the Executive Committee. The rules contained herein which govern the Board of Directors as to regulations, compensation, meetings, quorum, and consent shall apply to the Executive Committee as well.



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ARTICLE III

OFFICERS

Section 1. Officers.The Corporation shall have a Chief Executive Officer, a
President, a Secretary and a Treasurer who shall be elected by the Board of Directors. The Board of Directors may elect as additional officers, one or more Vice Presidents, and one or more assistant officers. Any two or more offices may be held by
the same person.

Section 2. Term.The Chief Executive Officer, President, Secretary and Treasurer shall each serve for a term
of one year and until their respective successors are duly elected and qualified, unless removed from office by the Board of Directors during their respective tenures. The term of office of any other Officer shall be as specified by the Board of
Directors.

Section 3. Chief Executive Officer. The Chief Executive Officer shall supervise the carrying out of the policies
adopted or approved by the Board of Directors. He shall have general executive powers, as well as the specific powers assigned to him by the Board of Directors.

Section 4. President.Unless otherwise determined by the Board of Directors, the President shall have the usual duties of an executive officer with general supervision over and direction of the affairs of
the Corporation. In the exercise of these duties and subject to the limitations of the laws of the Commonwealth of Virginia, these Bylaws, and the actions of the Board of Directors, he may appoint, suspend, and discharge employees and agents, may in
the name of the Corporation execute all contracts and other documents requiring the signature of the Corporation, and shall be a member of all committees. He shall also do and perform such other duties as from time to time may be assigned to him by
the Board of Directors.

Unless otherwise determined by the Board of Directors, the President shall have full power and authority on behalf
of the Corporation to attend and to act and to vote at any meeting of the stockholders of any corporation in which the Corporation may hold stock, and, at any such meeting, shall possess and may exercise any and all rights and powers incident to the
ownership of such stock and which, as the owner thereof, the Corporation might have possessed and exercised.

Section 5. Secretary.Unless otherwise determined by the Board of Directors, the Secretary shall keep the minutes of all meetings of the Board of Directors, stockholders and all committees, in books provided for that purpose, and shall attend to the giving and
serving of all notices for the Corporation. He shall have charge of the corporate seal, the certificate books, transfer books and stock ledgers, and such other books and papers as the Board of Directors may direct. He shall have the responsibility
for authenticating records of the corporation. He shall perform all other duties ordinarily incident to the office of Secretary and shall have such other powers and perform such other duties as may be assigned to him by the Board of Directors.



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Section 6. Treasurer.Unless otherwise determined by the Board of Directors, the Treasurer
shall have charge of all the funds and securities of the Corporation which may come into his hands. When necessary or proper, unless otherwise ordered by the Board of Directors, he shall endorse for collection on behalf of the Corporation checks,
notes and other obligations, and shall deposit the same to the credit of the Corporation in such banks or depositories as the Board of Directors may designate and shall sign all receipts and vouchers for payments made to the Corporation. He shall
sign all checks made by the Corporation, except when the Board of Directors shall otherwise direct. He shall enter regularly, in books of the Corporation to be kept by him for the purpose, full and accurate account of all monies received and paid by
him on account of the Corporation. Whenever required by the Board of Directors, he shall render a statement of the financial condition of the Corporation. He shall at all reasonable times exhibit his books and accounts to any Director of the
Corporation, upon application at the office of the Corporation during business hours. He shall have such other powers and shall perform such other duties as may be assigned to him from time to time by the Board of Directors. He shall give such bond,
if any, for the faithful performance of his duties as shall be required by the Board of Directors and any such bond shall remain in the custody of the President.

Section 6. Vice Presidents and Assistant Officers.Unless otherwise determined by the Board of Directors, each Vice President and each Assistant Officer shall have the powers and perform the duties of his
respective superior officer. Vice Presidents and Assistant Officers shall have such rank as shall be designated by the Board of Directors and each, in the order of rank, shall act for such superior officer in his absence or upon his disability or
when so directed by such superior officer or by the Board of Directors. The President shall be the superior officer of the Vice Presidents. The Treasurer and Secretary shall be the superior officers of the Assistant Treasurers and Assistant
Secretaries, respectively.

Section 7. Delegation of Office.The Board of Directors may delegate the powers or duties of any
Officer of the Corporation to any other Officer or to any Director from time to time.

Section 8. Vacancies.The Board of
Directors shall have the power to fill any vacancies in any office occurring from whatever reason.

ARTICLE V

CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. Contracts.The Board of Directors may authorize any Officer or Officers, agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such
authority may be general or confined to specific instances.

Section 2. Loans.No loans shall be contracted on behalf of the
Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.



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Section 3.Checks, Drafts, Etc.All checks, drafts or other orders for the payment of money,
notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such Officer or Officers, agent or agents of the Corporation and in such manner as shall from time to time be determined in these Bylaws or by
resolution of the Board of Directors.

Section 4. Deposits.All funds of the Corporation not otherwise employed shall be
deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.

ARTICLE VI

CAPITAL STOCK

Section 1. Certificates.The certificates for shares of the Corporation shall be in such form as shall be approved by the Board of Directors. The shares of the Corporation shall be transferable only on the
books of the Corporation by the holder thereof in person or by his attorney, upon surrender for cancellation of the certificate or certificates, with an assignment and power of transfer endorsed thereon or attached thereto duly executed, and with
such proof of authenticity of the signature as the Corporation or its agents reasonably may require. The certificates shall be signed by the President or a Vice President, and the Secretary or the Treasurer, and shall bear the seal of the
Corporation, which seal may be facsimile, engraved, or printed.

Section 2. Determination of Stockholders of Record and Closing
Transfer Books.The Board of Directors may fix a time, not more than seventy days prior to the date of any meeting of stockholders, or the date fixed for the payment of any dividend or distribution, or the date for the allotment of rights, or
the date when any change or conversion or exchange of shares will be made or go into effect, as a record date for the determination of the stockholders entitled to notice of or to vote at such meeting, or to receive payment of such dividend, or to
receive such allotment of rights, or to exercise such rights, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after any record date fixed as aforesaid. The Board of Directors may close the books of the
Corporation against transfers of shares during the whole or any part of such period, and in such case written or printed notice thereof shall be given to each stockholder of record at the address appearing on the records of the Corporation or
supplied by him to the Corporation for the purpose of notice. While the stock transfer books of the Corporation are closed, no transfer of shares shall be made thereon. Unless a record date is fixed by the Board of Directors for the determination of
stockholders entitled to receive notice of, or vote at, a stockholders meeting, transferees of shares which are transferred on the books of the Corporation within ten days next preceding the date of such meeting shall not be entitled to notice
of or to vote at such meeting. The Corporation may treat the registered owner of each share of stock as the person exclusively entitled to vote, to receive notifications and otherwise to exercise all the rights and powers of the owner thereof.

Section 3.Lost Share Certificates.Unless waived in whole or in part by the Board of Directors from time to time, any person
requesting the issuance of a new certificate in lieu of an



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alleged lost, destroyed, mislaid or wrongfully taken certificate, shall (i) make an affidavit or affirmation of the facts and circumstances surrounding
the same; (ii) advertise such facts to the extent and in the manner the Board of Directors may require; and (iii) give to the Corporation his bond of indemnity with an acceptable surety. Thereupon a new share certificate shall be issued in
lieu of the alleged lost, destroyed, mislaid or wrongfully taken certificate, provided that the request therefor has been made before the Corporation has notice that such shares have been acquired by a bona fide purchaser.

Section 4. Regulations, Transfer Agent, and Registrars.The Board of Directors may make such rules and regulations as it may deem expedient
concerning the issuance and transfer of certificates of shares of the stock of the Corporation and may appoint transfer agents or registrars, or both, and may require all certificates of stock to bear the signature of either or both. Nothing herein
shall be construed to prohibit the Corporation from acting as its own transfer agent.

ARTICLE VII

NOTICES

Section 1. Contents of
Notice.Whenever any notice of a meeting is required to be given pursuant to these Bylaws or otherwise, the notice shall specify the place, day and hour of the meeting and, in the case of a special meeting of stockholders or where otherwise
required by law, the general nature of the business to be transacted at such meeting.

Section 2. Written Notice.Whenever the
provisions of a statute or any of these Bylaws require or permit notice to be given to any Director, Officer, or stockholder, it shall not be construed to require personal notice, but any such notice may be given in writing by depositing the same in
a post office or letter box in a postpaid, sealed wrapper, or by delivering the same to a telegraph company for transmission by wire, the cost thereof being prepaid, in either case addressed to such Director, Officer, or stockholder at his address
as the same appears on the books of the Corporation, and the time when the same shall be so mailed or delivered to the telegraph company shall be deemed to be the time of the giving of such notice.

Section 3.Waivers.Any stockholder, Officer or Director may waive in writing or by telegraph any notice required or permitted to be given
under any provisions of any statute or of these Bylaws, either before, at, or after the meeting or other event of which notice is so provided. All stockholders or Directors present at any meeting shall be deemed to have waived any and all notice
thereof.



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ARTICLE VIII

INDEMNIFICATION OF DIRECTORS AND OFFICERS

AND OTHER PERSONS

Section 1. Indemnification.

(a)
To the full extent that the Virginia Stock Corporation Act, as it existed on the date of incorporation of the Corporation or may thereafter be amended, permits the limitation or elimination of the liability of directors or officers, a director or
officer of the Corporation shall not be liable to the Corporation or its stockholders for monetary damages.

(b) To the full extent
permitted and in the manner prescribed by the Virginia Stock Corporation Act and any other applicable law, the Corporation shall indemnify a director or officer of the Corporation who is or was a party to any proceeding by reason of the fact that he
is or was such a director or officer or is or was serving at the request of the Corporation as a director, officer, employee, or agent of another corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or
other enterprise. The Board of Directors is hereby empowered, by majority vote of a quorum of disinterested directors, to contract in advance to indemnify any director or officer.

(c) The Board of Directors is hereby empowered, by majority vote of a quorum of disinterested directors, to cause the Corporation to indemnify or
contract in advance to indemnify any person not specified in subsection (b) of this Article who was or is a party to any proceeding, by reason of the fact that he is or was an employee or 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, limited liability company, joint venture, trust, employee benefit plan or other enterprise, to the same extent as if such person were specified
as one to whom indemnification is granted in subsection (b).

(d) The Corporation may purchase and maintain insurance to indemnify it
against the whole or any portion of the liability assumed by it in accordance with this Article and may also procure insurance, in such amounts as the Board of Directors may determine, on behalf of any person who is or was a director, officer,
employee, or 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, limited liability company, joint venture, trust, employee benefit plan or
other enterprise, against any liability asserted against or incurred by such person in any such capacity or arising from his status as such, whether or not the Corporation would have the power to indemnify him against such liability under the
provisions of this Article.

(e) In the event there has been a change in the composition of a majority of the Board of Directors after the
date of the alleged act or omission with respect to which indemnification is claimed, any determination as to indemnification and advancement of expenses with respect to any claim for indemnification made pursuant to subsection (a) of this
Article shall be made by special legal counsel agreed upon by the Board of Directors and the



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proposed indemnitee. If the Board of Directors and the proposed indemnitee are unable to agree upon such special legal counsel, the Board of Directors and
the proposed indemnitee shall each select a nominee, and the nominees shall select such special legal counsel.

(f) The provisions of this
Article shall be applicable to all actions, claims, suits or proceedings commenced after the date hereof, whether arising from any action taken or failure to act before or after such date. No amendment, modification or repeal of this Article shall
diminish the rights provided hereby or diminish the right to indemnification with respect to any claim, issue or matter in any then pending or subsequent proceeding that is based in any material respect on any alleged action or failure to act prior
to such amendment, modification or repeal.

(g) Reference herein to directors, officers, employees or agents shall include former
directors, officers, employees or agents and their respective heirs, executors and administrators.

ARTICLE IX

SEAL

Section 1. Seal.The seal
of the Corporation shall be a flat faced circular die (of which there may be any number of counterparts) with the word SEAL and the name of the Corporation engraved thereon and shall be impressed adjacent hereto.

ARTICLE X

FISCAL YEAR

Section 1. Fiscal Year.The Board of Directors shall have the power by resolution to fix the first fiscal year of the Corporation and if the
Board of Directors does not fix the fiscal year then the fiscal year shall end on December 31 of each year. The Board of Directors shall have the right to amend the Bylaws and change the fiscal year.

ARTICLE XI

AMENDMENTS

Section 1. Amendments.These Bylaws may be altered, amended or repealed or new bylaws may be adopted by the Board of Directors. The power to
adopt, amend or repeal bylaws conferred upon the Board of Directors shall not divest or limit the power of the stockholders to adopt, amend or repeal bylaws.



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ARTICLE XII

INTERPRETATION OF BYLAWS

Section 1. Interpretation.All words, terms and provisions of these
Bylaws shall be interpreted and defined by and in accordance with the Virginia Stock Corporation Act, Virginia Code §13.1-601 et seq., as amended, and as amended from time to time hereafter.



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The foregoing Bylaws of Millennium Bankshares Corporation were duly adopted by the Board of Directors by
motion duly made and seconded and adopted effective December 9, 1998.



|                              |  |  |  |                                   
|----------------------------- |  |  |  | ----------------------------------
|/s/ Bronson Ford Byrd         |  |  |  | /s/ Arthur J. Novick              
|Bronson Ford Byrd, Director   |  |  |  | Arthur J. Novick, Director        
|                              |  | 
|/s/ Thomas J. Chmelik         |  |  |  | /s/ Gregory L. Oxley              
|Thomas J. Chmelik, Director   |  |  |  | Gregory L. Oxley, Director        
|                              |  | 
|/s/ L. James DAgostino       |  |  |  | /s/ Rolando J. Santos             
|L. James DAgostino, Director |  |  |  | Rolando J. Santos, M.D. , Director
|                              |  | 
|/s/ Andrew E. Kauders         |  |  |  | /s/ Robert T. Smoot               
|Andrew E. Kauders, Director   |  |  |  | Robert T. Smoot, Director         
|                              |  | 
|/s/ Stewart R. Little         |  |  |  | /s/ Derek A. Tidman               
|Stewart R. Little, Director   |  |  |  | Derek A. Tidman, Director         
|                              |  | 
|/s/ Carroll C. Markley        |  |  |  | /s/ Ronald W. Torrence            
|Carroll C. Markley, Director  |  |  |  | Ronald W. Torrence, Director      
|                              |  | 
|/s/ David B. Morey            |  |  |  |                                   
|David B. Morey, Director      |  |  |  |                                   



14