**EXHIBIT 3.2****Bylaws of SouthEast****Bancshares, Inc.****ARTICLE I — Home Office; Other Offices**          The home office of SouthEast Bancshares, Inc. (“the Company”), shall be located at 1878 SouthCongress Parkway, Post Office Box 1806 (37371-1806), Athens, Tennessee 37303. The Company maymaintain other offices at such other places as may be determined by the Board of Directors,subject to the approval of the appropriate regulatory authorities.**ARTICLE II — Shareholders**          **Section 1. Place of Meetings.**All annual and special meetings of shareholders shall be heldat the home office of the Company or at such other place as the Board of Directors may determine.          **Section 2. Annual Meeting.**A meeting of the shareholders of the Company for the election ofdirectors and for the transaction of any other business of the Company shall be held annuallywithin 120 days after the end of the Company’s fiscal year at such date and time within such120-day period as the Board of Directors may determine.          **Section 3. Special Meetings.**Special meetings of the shareholders for any purpose orpurposes, unless otherwise prescribed by the regulations of the Tennessee Commissioner ofFinancial Institutions (“Commissioner”) or the Federal Reserve Board (“Federal Reserve”) may becalled at any time by the Chairman of the Board, the President, a majority of the Board ofDirectors, the Commissioner or the Federal Reserve, and shall be called by the Chairman of theBoard, the President, or the Secretary upon the written request of the holders of not less thanten percent (10%) of all of the outstanding capital stock of the Company entitled to vote at themeeting. Such written request shall state the purpose or purposes of the meeting and shall bedelivered to the home office of the Company addressed to the Chairman of the Board, the President,or the Secretary.          **Section 4. Conduct of Meetings.**Annual and special meetings shall be conducted in accordancewith procedures adopted by the Board of Directors. The Chairman of the Board shall preside at allmeetings of the shareholders. In the absence or refusal to serve by the Chairman, the Vice-Chairmanof the Board, if any, shall preside. In the absence or refusal to serve by the Vice-Chairman, thePresident shall preside. If the President is absent or refuses to preside, the ExecutiveVice-President shall preside, and if
Exhibit 3.2-Page 1 

 
the Executive Vice-President is absent or refuses to preside, any shareholder elected by amajority of the shares of the stock represented at the meeting shall preside.          **Section 5. Notice of Meetings.**Written notice stating the place, day, and hour of the meetingand the purpose(s) for which the meeting is called shall be delivered not fewer than 10 nor morethan 60 days before the date of the meeting, either personally or by mail, by or at the directionof the Chairman of the Board, the President, or the Secretary, or the directors calling themeeting, to each shareholder of record entitled to vote at such meeting. If mailed, such noticeshall be deemed to be delivered when deposited in the mail, with postage prepaid, addressed to theshareholder at the address as it appears on the stock transfer books or records of the Company asof the record date prescribed in Section 6 of this Article II. When any shareholders’ meeting,either annual or special, is adjourned for 30 days or more, notice of the adjourned meeting shallbe given as in the case of an original meeting. It shall not be necessary to give any notice ofthe time and place of any meeting adjourned for less than 30 days or of the business to betransacted at the meeting, other than an announcement at the meeting at which such adjournment istaken.          **Section 6. Fixing of Record Date.**For the purpose of determining shareholders entitled tonotice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholdersentitled to receive payment of any dividend, or in order to make a determination of shareholdersfor any other proper purpose, the Board of Directors shall fix in advance a date as the recorddate for any such determination of shareholders. Such date in any case shall be not more than 60days and, in case of a meeting of shareholders, not fewer than 10 days prior to the date on whichthe particular action, requiring such determination of shareholders, is to be taken. When adetermination of shareholders entitled to vote at any meeting of shareholders has been made asprovided in this section, such determination shall apply to any adjournment.          **Section 7. Voting Lists.**After fixing a record date for a meeting of shareholders, the Companyshall prepare an alphabetical list of the names of all its shareholders who are entitled to noticeof a shareholders’ meeting. The list shall be arranged by voting group, if any, and show theaddress of and the number of shares held by each shareholder, in each case as reflected in therecords of the Company. The list shall be available for inspection by any shareholder, beginningtwo (2) business days after notice of the
Exhibit 3.2-Page 2 

 
meeting is given for which the list is prepared and continuing through the meeting, at theCompany’s principal office, or at a place identified in the meeting notice in the city where themeeting will be held. A shareholder, or the shareholder’s agent or attorney, shall be entitled onwritten demand to inspect and, subject to the requirements of state law, to copy the list, duringregular business hours and at such shareholder’s or agent’s expense, during the period the list isavailable for inspection. The Company shall make the shareholders’ list available at the meetingfor inspection in accordance with the provisions of the Tennessee Business Corporation Act.          **Section 8. Quorum.**A majority of the outstanding shares of the Company entitled to vote,represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If lessthan a majority of the outstanding shares is represented at a meeting, a majority of the shares sorepresented may adjourn the meeting from time to time without further notice. At such adjournedmeeting at which a quorum shall be present are represented, any business may be transacted whichmight have been transacted at the meeting as originally notified. The shareholders present at aduly organized meeting may continue to transact business until adjournment, notwithstanding thewithdrawal of enough shareholders to constitute less than a quorum.          **Section 9. Ownership Limitation.**Except as provided herein, no shareholder shall be permittedto purchase or otherwise acquire more than five percent (5%) of the common stock of the Company;provided, however, that nothing herein shall prohibit any shareholder from receiving by will or bydescent or distribution a grant of common stock of the Company which would increase his or herownership of the common stock to more than five percent (5%); and provided, further, that nothingherein shall prohibit the holder of options or warrants to acquire the common stock of the Companyfrom acquiring such common stock under the terms and provisions of the applicable option agreementeven if such exercise of any option would increase the shareholder’s ownership to a percentage inexcess of five percent (5%) of the total outstanding shares of the Company. Any shareholder whoacquires more than five percent (5%) of the shares of the Company, except as set forth herein,shall be deemed to have a “nonqualifying acquisition”. Any non-qualifying acquisition shall be nulland void, and the Company shall have no obligation to transfer such shares or to record such shareson its stock records. Provided, further, that all affiliates of a shareholder (which for thepurposes of this Section of the Bylaws of the Company, shall
Exhibit 3.2-Page 3 

 
include, in a shareholder’s family, a spouse and dependent children, any corporation or otherbusiness entity of which the shareholder or the shareholder’s spouse owns or controls 50% or moreof the voting stock or otherwise exercises voting control of the business entity, and shall alsoinclude a family limited partnership of which the shareholder is a general or limited partner) maynot purchase or otherwise acquire, except as set forth above for individual shareholders, more thannine percent (9%) of the common stock of the Company. Any such non-qualifying acquisition shall benull and void, as provided above.          **Section 10. Proxies.**At all meetings of shareholders, a shareholder may vote by proxyexecuted in writing by the shareholder or by his or her duly authorized attorney in fact. Proxiessolicited on behalf of the management shall be voted as directed by the shareholder or, in theabsence of such direction, as determined by a majority of the Board of Directors. No proxy shallbe valid more than eleven months from the date of its execution except for a proxy coupled with aninterest.          **Section 11. Voting Powers.**At all meetings of the shareholders, each shareholder shall beentitled to cast one vote for each share of stock recorded in the shareholder’s name on the booksof the Company as of the record date on any issue brought before the meeting; provided, further,that in electing the Board of Directors, each shareholder shall be entitled to cast one vote pershare for each office of Director to be filled. There shall be no cumulative voting.          **Section 12. Voting of Shares in the Name of Two or More Persons.**When ownership stands in thename of two or more persons, in the absence of written directions to the Company to the contrary,at any meeting of the shareholders of the Company any one or more of such shareholders may cast,in person or by proxy, all votes to which such ownership is entitled. In the event an attempt ismade to cast conflicting votes, in person or by proxy, by the several persons in whose namesshares of stock stand, the vote or votes to which those persons are entitled shall be cast asdirected by a majority of those holding such shares and present in person or by proxy at suchmeeting, but no votes shall be cast for such stock if a majority cannot agree.          **Section 13. Voting of Shares by Certain Holders.**Shares standing in the name of anothercorporation may be voted by any officer, agent, or proxy as the bylaws of such corporation mayprescribe, or, in the absence of such provision, as the Board of Directors of such corporation maydetermine. Shares held by an administrator, executor, guardian, or conservator may be voted by himor her,
Exhibit 3.2-Page 4 

 
either in person or by proxy, without a transfer of such shares into his or her name. Sharesstanding in the name of a trustee may be voted by him or her, either in person or by proxy, but notrustee shall be entitled to vote shares held by him or her without a transfer of such shares intohis or her name. Shares standing in the name of a receiver may be voted by such receiver, andshares held by or under the control of a receiver may be voted by such receiver without thetransfer into his or her name if authority to do so is contained in an appropriate order of thecourt or other public authority by which such receiver was appointed.          A shareholder whose shares are pledged shall be entitled to vote such shares until the shareshave been transferred into the name of the pledgee, and thereafter the pledgee shall be entitledto vote the shares so transferred.          Neither treasury shares of its own stock held by the Company, if authorized by law, norshares held by another corporation, if a majority of the shares entitled to vote for the electionof directors of such other corporation are held by the Company, shall be voted at any meeting orcounted in determining the total number of outstanding shares at any given time for purposes ofany meeting.          **Section 14. Nominations for Director.**Nominations for election to the Board of Directors maybe made by the Board of Directors or by any shareholder of any outstanding class of capital stockof the Company entitled to vote for election of Directors. Nominations other than those made by oron behalf of existing management of the Company, shall be made in writing and shall be delivered ormailed to the President of the Company no fewer than fourteen (14) days nor more than forty-five(45) days prior to any meeting of the shareholders called for the election of Directors; provided,however, that if fewer than twenty-one (21) days’ notice of the meeting is given to shareholders,such nomination shall be mailed or delivered to the President of the Company not later than theclose of business on the seventh *(7th)*day following the day on which the notice of meeting wasmailed. Such notification shall contain the following information to the extent known to thenotifying shareholder: (A) The name and address of each proposed nominee;