Exhibit
3.4


BYLAWS


OF


FIRST
RELIANCE BANCSHARES, INC.






ARTICLE
I.  OFFICE




The principal office of First Reliance
Bancshares, Inc. (the "Corporation") shall be located in the City of Florence,
County of Florence, State of South Carolina.  The Corporation may have
such other offices, within the State of South Carolina, as the Board of
Directors (the "Board") may designate and as all necessary regulatory
authorities may approve.




ARTICLE
II.  SHAREHOLDERS




Section 1.  Annual
Meeting.  The annual meeting of the shareholders shall be held
within six months of the end of each fiscal year of the Corporation for the
purpose of electing directors and for the transaction of such other business as
may come before the meeting.  The exact time and place of the annual
meeting shall be determined by the Board.




Section 2.  Substitute
Annual Meeting.  If the annual meeting shall not be held within
the period designated by these Bylaws, a substitute annual meeting may be called
in accordance with the provisions of Section 5 of this Article.  A
meeting so called shall be designated and treated for all purposes as the annual
meeting.




Section 3.  Special
Meetings.  Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by statute, may be called by
the President, or by the Chairman of the Board, or by a majority of the Board;
and shall be called by the President if the holders of at least ten percent of
all the votes entitled to be cast on any issue proposed to be considered at the
proposed special meeting sign, date and deliver to the Corporation's Secretary
one or more written demands for the meeting describing the purpose or purposes
for which it is to be held.




Section 4.  Place of
Meeting.  The Board may designate any place, either within or
without the State of South Carolina, as the place of meeting for any annual
meeting or for any special meeting.  If no designation is made, the
place of meeting shall be the principal office of the Corporation in the State
of South Carolina.







Section 5.  Notice
of Meeting.




A.           Notice
of the date, time and place of each annual and special meeting shall be given no
fewer than 10 nor more than 60 days before the date of the
meeting.  Notice may be communicated in person, by telephone,
teletype, confirmed telefax, confirmed e-mail or other form of wire or wireless
communication or by mail or private carrier or any other lawful means, by or at
the direction of the President, or the Secretary, or the officer or persons
calling the meeting, to each shareholder of record entitled to vote at such
meeting.  If mailed, such notice shall be deemed to be delivered when
deposited in the United States mail, addressed to the shareholder at his address
as it appears on the stock transfer books of the Corporation, with postage
thereon prepaid.




B.           In
the case of an annual or substitute annual meeting, and except as may be
required by law, applicable regulation or these Bylaws, the notice of meeting
need not specifically state the business to be transacted
thereat.  However, in the case of a special meeting, the notice of
meeting shall state the purpose or purposes for which the meeting is
called.  Only business within the purpose described in the notice of
the special meeting may be conducted at a special shareholders’
meeting.




C.           Except
as provided hereinafter, when a meeting is recessed to a different date, time or
place, it is not necessary to give any notice of the new date, time or place of
the meeting other than by announcement at the meeting at which the recess is
taken.  If a new record date for the recessed meeting is or must be
fixed, however, notice of the new date, time or place of the meeting must be
given to persons who are shareholders as of the new record date.




Section 6.  Record
Date.  For the purpose of determining shareholders entitled to
notice of a shareholders' meeting, to demand a special meeting of shareholders,
to vote or to take any other action, or to receive a distribution, or in order
to make a determination of shareholders for any other proper purpose, the Board
may fix a future date as the record date, such date in any case to be not more
than 70 days before the meeting or action date requiring such determination of
shareholders.  If no record date is fixed for the determination of
shareholders entitled to notice of or to vote at a meeting of shareholders, or
shareholders entitled to receive a distribution, the close of business on the
day before the first notice of the meeting is delivered to shareholders or the
date on which the Board authorizes such distribution, as the case may be, shall
be the record date for such determination of shareholders.  When a
determination of shareholders entitled to notice of or to vote at any meeting of
shareholders has been made as provided in this section, such determination shall
apply to the meeting if it is recessed and subsequently reconvened unless a new
record date is required by law to be fixed.







Section 7.  Shareholders'
Lists.




A.           After
the Board has fixed a record date for a meeting, the custodian of the stock
transfer books shall prepare a list of shareholders entitled to notice of the
meeting, arranged in alphabetical order, showing the address of, and the number
of shares held by, each such shareholder.  The list shall be available
for inspection by any shareholder from the date notice of the meeting to which
it pertains is first given and continuing through the meeting at the
Corporation's principal office or a place identified in the meeting notice in
the city where the meeting is to be held.  Any shareholder, his agent
or attorney, shall be entitled on written demand to inspect and, subject to the
requirements of Section 33-16-102 of the South Carolina Business Corporation Act
of 1988 or any successor section thereto, as amended from time to time, to copy
the list, during regular business hours and at his expense, during the period it
is available for inspection.  The list shall also be available at the
meeting and any shareholder, his agent or attorney, shall be entitled to inspect
the list at any time during the meeting or, if the meeting is recessed to be
reconvened at a different date or time, during the period of recess and at the
reconvened meeting.







B.           The
Corporation's original stock transfer books shall be prima facie evidence as to
the identity of the shareholders entitled to examine such list or to receive
notice of or vote at any meeting of shareholders.




Section 8.  Quorum.  Except
as otherwise provided by law or the Corporation's Articles of Incorporation, a
majority of the votes eligible to be cast by the shareholders, represented in
person or by proxy, shall constitute a quorum for action on that
matter.  Determination of a quorum will be made by or at the request
of the officer presiding over such shareholders’ meeting.  If a quorum
is not present or represented at a meeting, a majority of the shares so present
and represented may recess and reconvene the meeting from time to
time.  At any such reconvened meeting at which a quorum shall be
present or represented, any business may be transacted which might have been
transacted at the meeting as originally noticed.  Once a share is
represented for any purpose at a meeting other than to challenge the notice of
such meeting, it shall be considered present for quorum purposes for the
remainder of the meeting and for any such reconvened meeting unless a new record
date is or must be fixed for the reconvened meeting.




Section 9.  Proxies.  A
shareholder may vote his shares in person or by proxy.  A shareholder
may appoint a proxy to vote or otherwise act for him, including giving waivers
and consents, by signing, dating and delivering an appointment form, either in
person or by his authorized attorney in fact.  An appointment of a
proxy shall be effective when received by the Secretary of the Corporation or
other officer or agent authorized to tabulate votes.  Unless a time of
expiration is otherwise specified or the appointment is earlier revoked, the
appointment shall remain in effect for eleven months.







Section 10.  Voting
of Shares.




A.           Each
outstanding share of the Corporation shall be entitled to one vote upon each
matter submitted to a vote at a meeting of shareholders.




B.           If
a quorum exists, action on a matter shall be approved if the votes cast favoring
such action exceed the votes cast opposing such action, unless a greater number
of affirmative votes is required by law or the Articles of Incorporation of the
Corporation.




Section 11.  Informal
Action by Shareholders.  Any action required or permitted to be
taken at any meeting of the shareholders may be taken without a meeting if the
action is approved by all the shareholders entitled to vote on the
action.  The approval must be evidenced by one or more written
consents describing the action taken, signed by all the shareholders entitled to
vote on the action, and delivered to the Corporation for inclusion in the
minutes or filing with the corporate records.




Section 12.  Conduct
of Meetings.  Meetings of shareholders shall be presided over
by the Chairman of the Board or, in the absence of the Chairman of the Board, a
chairman designated by the Board of Directors or, in the absence of such
designation, by a chairman chosen at the meeting by the vote of a majority in
interest of the shareholders present in person or represented by proxy and
entitled to vote thereat.  The Secretary or, in the Secretary’s
absence, an Assistant Secretary or, in the absence of the Secretary and all
Assistant Secretaries, a person whom the chairman of the meeting shall appoint
shall act as secretary of the meeting and keep a record of the proceedings
thereof.




The Board
of Directors shall be entitled to make such rules, regulations and procedures
for the conduct of meetings of shareholders as it shall deem necessary,
appropriate or convenient. Subject to such rules, regulations and procedures of
the Board of Directors, if any, the chairman of the meeting shall have the right
and authority to prescribe such rules, regulations and procedures and to do all
such acts as, in the judgment of such chairman, are necessary, appropriate or
convenient for the proper conduct of the meeting, including, without limitation,
establishing (a) an agenda or order of business for the meeting, (b) rules,
regulations and procedures for maintaining order at the meeting and the safety
of those present, (c) limitations on participation in such meeting to
shareholders of record of the Corporation and their duly authorized and
constituted proxies and such other persons as the chairman shall permit, (d)
restrictions on entry to the meeting after the time fixed for the commencement
thereof, (e) limitations on the time allotted to questions or comments by
participants and (f) rules, regulations and procedures governing the opening and
closing of the polls for balloting and matters which are to be voted on by
ballot.  Unless and to the extent determined by the Board of Directors
or the chairman of the meeting, meetings of shareholders shall not be required
to be held in accordance with Robert’s Rules of Order.







Section 13.  Nominations
by Shareholders and Shareholder Proposals – Annual
Meeting.  Nominations of persons for election to the Board of
Directors and the proposal of business to be considered by the shareholders may
be made at an annual meeting of shareholders (a) by or at the direction of the
Board of Directors or (b) by any shareholder of the Corporation who was a
shareholder of record at the time of giving of notice by such shareholder
provided for in this Section, who is entitled to vote at the meeting and who
complied with the notice procedures set forth below in this
Section.




For nominations or other business to be
properly brought before an annual meeting by a shareholder pursuant to clause
(b) of the foregoing paragraph of this Section 5, the shareholder must have
given timely notice thereof in writing to the Secretary of the
Corporation.  To be timely, a shareholder’s notice shall be delivered
to and received by the Secretary at the principal office of the Corporation not
less than 120 days prior to the first anniversary of the date of the proxy
statement sent to shareholders in connection with the preceding year’s annual
meeting; provided, however, that if the date of the annual meeting is advanced
by more than 30 days or delayed by more than 60 days from the anniversary date
of the preceding year’s annual meeting, notice by the shareholder to be timely
must be so delivered not later than the close of business on the later of (i)
the 120th day
prior to such annual meeting or (ii) the 10th day
following the day on which public announcement of the date of such meeting is
first made.







Notwithstanding anything in the second
sentence of the preceding paragraph to the contrary, if the number of directors
to be elected to the Board of Directors is increased and there is no public
announcement naming all of the nominees for director or specifying the size of
the increased Board of Directors made by the Corporation at least 120 days prior
to the first anniversary of the date of the proxy statement sent to shareholders
in connection with the preceding year’s annual meeting, a shareholder’s notice
required by this Bylaw shall also be considered timely, but only with respect to
nominees for any new positions created by such increase, if it shall be
delivered to and received by the Secretary at the principal office of the
Corporation not later than the close of business on the 10th day
following the day on which such public announcement is first made by the
Corporation.




Such shareholder’s notice shall set
forth (a) as to each person whom the shareholder proposes to nominate for
election or reelection as a director all information relating to such person
that is required to be disclosed in solicitations of proxies for election of
directors, or is otherwise required, in each case pursuant to Regulation 14A
under the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
(including such person’s written consent to being named in the proxy statement
as a nominee and to serving as a director if elected) and a description of all
arrangements and understandings between the nominating shareholder and the
nominee or any other person (naming such person) relating to the nomination; (b)
as to any other business that the shareholder proposes to bring before the
meeting, a brief description of the business desired to be brought before the
meeting, the reasons for conducting such business at the meeting and any
material interest in such business of such shareholder and the beneficial owner,
if any, on whose behalf the proposal is made; (c) as to the shareholder giving
the notice and the beneficial owner, if any, on whose behalf the nomination or
proposal is made (i) the name and address of such shareholder, as they appear on
the Corporation’s books, and of such beneficial owner and (ii) the class and
number of shares of the Corporation which are owned beneficially and of record
by such shareholder and such beneficial owner.







Only such persons who are nominated in
accordance with the procedures set forth in these Bylaws shall be eligible to
serve as directors and only such business shall be conducted at an annual
meeting of shareholders as shall have been brought before the meeting in
accordance with the procedures set forth in this Section.  The
chairman of the meeting shall have the power and duty to determine whether a
nomination or any business proposed to be brought before the meeting was made in
accordance with the procedures set forth in this Section and, if any proposed
nomination or business is not in compliance with this Section, to declare that
such defective proposal shall be disregarded.




For purposes of this Section, “public
announcement” shall mean disclosure in a press release reported by the Dow Jones
News Service, Associated Press or comparable national news service, or in a
document mailed to all shareholders of record.




Notwithstanding the foregoing, all
nominations are subject to any required regulatory approval, and the proposed
directors will not be entitled to vote on any matter or otherwise take any
action in the capacity of a director until all required approvals are
obtained.




Section 14. Nominations
at Special Meetings.  Directors are to be elected at a special
meeting of shareholders only (a) if the Board of Directors so determines or (b)
to fill a vacancy created by the removal of a director at such special
meeting.  Nominations of persons for election to the Board of
Directors may be made at a special meeting of shareholders at which directors
are to be elected (a) by or at the direction of the Board of Directors or (b) by
any shareholder of the Corporation who was a shareholder of record at the time
of giving of notice by such shareholder provided for in this Section, who is
entitled to vote at the meeting and who complied with the notice procedures set
forth below in this Section; provided, however, that compliance by a shareholder
with the notice procedures set forth below is not required if the shareholder
nomination is for a director to fill a vacancy created by the removal of a
director at the special meeting.  In such instance, the chairman of
the meeting shall make a call for shareholder nominations immediately following
such removal and any shareholder who is entitled to vote at the meeting may
present a nominee.







Nominations by a shareholder of persons
for election to the Board of Directors may be made at such a special meeting of
shareholders at which directors are to be elected if the shareholder’s notice
required by the fourth paragraph of Section 14 of Article II of these Bylaws
shall be delivered to and received by the Secretary of the Corporation at the
principal office of the Corporation not earlier than the 120th day
prior to such special meeting and not later than the close of business on the
later of the 90th day
prior to such special meeting or the 10th day
following the day on which public announcement (as defined in Section 14 of
Article II of these Bylaws) is first made of the date of the special meeting and
of the nominees proposed by the Board of Directors to be elected at such
meeting.




Only such persons who are nominated in
accordance with the procedures set forth in these Bylaws shall be eligible to
serve as directors and only such business shall be conducted at a special
meeting of shareholders as shall have been brought before the meeting in
accordance with the procedures set forth in Section 3 of this Article
II.  The chairman of the meeting shall have the power and duty to
determine whether a nomination or any business proposed to be brought before the
special meeting was made in accordance with the procedures set forth in this
Section and, if any proposed nomination or business is not in compliance with
this Section, to declare that such defective proposal shall be
disregarded.







Notwithstanding the foregoing, all
nominations are subject to any required regulatory approval, and the proposed
directors will not be entitled to vote on any matter or otherwise take any
action in the capacity of a director until all required approvals are
obtained.




ARTICLE
III.   BOARD OF DIRECTORS




Section 1.  General
Powers.  The business and affairs of the Corporation shall be
governed by the Board.




Section 2.  Number,
Tenure, Election, and Qualifications.  The number of directors
of the Corporation shall be not less than seven and not more than seventeen as
determined from time to time by the Board.  Each director shall hold
office for the term for which he is elected or appointed and until his successor
shall have been elected and qualified or until his earlier resignation, removal
from office, death or incapacity. Directors need not be residents of the State
of South Carolina, but each director must own, at all times while serving as a
director, such number of shares of the capital stock of the Corporation or its
parent company, if any, as is required by law for bank holding
companies.




Section 3.  Removal.  Any
director may be removed with or without cause by the shareholders.  A
director may also be removed (a) by a court of competent jurisdiction pursuant
to Section 33-8-109 of the South Carolina Business Corporation Act of 1988, or
any successor provision, as amended from time to time, for fraudulent or
dishonest conduct or gross abuse of office and (b) by the appropriate banking
agency pursuant to Section 1818(g) of the Federal Deposit Insurance Act, 12 USCA
§1818(g), or any successor provision, as amended from time to time.







Section 4.  Vacancies.  A
vacancy occurring among the directors may be filled by the Board or by the
shareholders.  The term of office of a director appointed by the Board
to fill a vacancy shall expire at the next shareholders’ meeting at which
directors are elected.  The term of office of a director elected by
the shareholders to fill a vacancy shall expire at the shareholders' meeting at
which the term of office of the director with respect to whom the vacancy
occurred would have expired were it not for the director's earlier resignation,
removal, incapacity or death.




Section 5.  Regular
Meetings.  A regular meeting of the Board shall be held without
other notice than this bylaw immediately after, and at the same place as, the
annual meeting of the shareholders.  The Board may provide, by
resolution, the time and place, either within or without the State of South
Carolina, for the holding of additional regular meetings.




Section 6.  Special
Meetings.  Special meetings of the Board may be held at any
time and place upon the call of the Chairman of the Board, the President or the
majority of the directors then in office.  Special meetings may be
held at any time and place and without special notice by unanimous consent of
the directors or such meetings may be held by telephone or
teleconference.




Section 7.  Notice.  Notice
of the time, date and place of any special meeting called without unanimous
consent of the directors shall be given at least two days previously
thereto.  Such notice shall be given in writing unless oral notice is
reasonable under the circumstances.  Notice may be given in person, by
telephone, teletype, confirmed telefax, confirmed e-mail or other form of wire
or wireless communication or by mail or private carrier or any other lawful
means.  Notice of a reconvened meeting shall be given to all directors
not present at the conclusion of the meeting being recessed.




Section 8.  Quorum.  A
majority of the number of directors then in office shall constitute a quorum for
the transaction of business at any meeting of the Board; but if less than such
number is present at a meeting, a majority of the directors present may
reschedule and reconvene the meeting from time to time upon prior notice to all
directors not present.







Section 9.  Manner
of Acting.




A.           The
act of the majority of the directors present at a meeting at which a quorum is
present shall be the act of the Board, except as otherwise provided by the
Corporation's Articles of Incorporation or as required by law.




B.           The
creation of a committee and the appointment of members to a committee must be
approved by a majority of all directors in office when the action is
taken.




Section 10.  Informal
Action by Directors.  Action required or permitted to be taken
at a meeting of the Board may be taken without a meeting if the action is
assented to by all members of the Board in writing.




Section 11.  Order of
Business.  The order of business at a regular meeting of the
Board shall generally be as follows:




1.           Determination
of quorum.




2.
            Reading
      and disposal of any unapproved
minutes.




3.           Reports
of officers.




4.           Reports
of committees.




5.           Unfinished
business.




6.           New
business.




7.           Adjournment.




Section 12.  Committees.




A.           The
Board shall have the following standing committees with the functions
stated:




(1)           Audit
Committee, which shall select the Corporation's independent auditors, determine
the scope of the annual audit and of any special audit, oversee the
administrative, operational and internal controls of the Corporation, review
compliance with accounting policies and procedures and review the financial
information provided to the Board, the shareholders and the general
public.







(2)           Compensation
Committee, which shall review and recommend compensation and bonus and incentive
compensation plans for the executive officers of the Corporation.




B.           The
Board may create one or more additional standing and ad hoc committees of the
Board, including an Executive Committee, appoint members to serve thereon and
designate the functions and powers of such committees. If an Executive Committee
is appointed, it shall be a standing committee and shall have the power and
authority to act for the Board between Board meetings.




C.           Each
committee must have at least two members.  The Chairman of the Board
shall appoint all members of each committee, subject to the approval of the
directors in accordance with Section 9.B. of Article III of these
Bylaws.  No director who is also a salaried officer of the Corporation
shall serve on the Audit Committee or the Compensation
Committee.  Subject thereto, the Chairman of the Board and the
President shall be voting ex officio members of
all committees except the Audit Committee and the Compensation
Committee.




D.           Subject
to such limitations as may be required by law, the Corporation's Articles of
Incorporation, these Bylaws or resolution of the Board, the Board may delegate
to such committees the authority of the Board relating to the function with
respect to which such committee was established.  The creation of,
delegation of authority to or action by a committee shall not alone constitute
compliance by a director with the standards of conduct prescribed by the South
Carolina Business Corporation Act of 1988, as amended from time to
time.  Unless prohibited from doing so by the Board of Directors or by
the Executive Committee, if established, any committee may engage the services
of a third party consultant or advisor for assistance or service with respect to
one or more of such committee’s functions.  The reasonable documented
charges and expenses of such consultant or advisor shall be expenses of the
Corporation.





E.           Meetings
of committees may be held at any time on call of the Chairman of the Board, the
President, the chairman of the particular committee or any member of the
committee.  Notice of the time, date and place of any committee
meeting called without unanimous consent of the members of the committee shall
be given at least two days previously thereto.  To constitute a quorum
for a meeting of a committee, a majority of the members of the committee must be
present. Committees shall keep minutes of their proceedings and submit them to
the next succeeding regular meeting of the Board for approval and filing by the
Secretary in the Corporation's records.  If an Executive Committee is
established, the Chairman of the Board will serve as Chairman of that
committee.  All other committees shall elect their own
chairmen.




Section 13.  Compensation.  The
Board may authorize payment to directors of a uniform fixed sum for attendance
at each meeting and/or of a uniform stated periodic fee for serving as director.
The Board may also authorize the payment of, or reimbursement for, all
reasonable documented out-of-pocket expenses of each director related to such
director's attendance at meetings of the Board or of any committee of the
Board.  Directors who are also salaried officers of the Corporation
may not receive additional compensation for service as directors.




ARTICLE
IV.  OFFICERS




Section 1.  Number.  The
officers of the Corporation shall be a Chairman of the Board, a President, a
Chief Financial Officer, a Secretary, one or more Vice Presidents, one or more
Assistant Vice Presidents, if and when such Assistant Vice President(s) shall be
deemed necessary or desirable by the Board, and such other officers and
assistant officers as the Board shall deem necessary or
desirable.  Any two or more offices may be held by the same person,
except that the President and the Secretary shall be different persons, and an
officer may act in more than one capacity where action of two or more officers
is required.







Section 2.  Appointment
of Officers.  Each executive officer of the Corporation shall
be appointed by the Board and shall continue in office until terminated by
retirement, resignation, removal or death.  The Board shall appoint
the Secretary of the Corporation and any Assistant Secretary that the Board
deems necessary or desirable.  All other officers of the Corporation
shall be appointed by the President and shall continue in office until
terminated by retirement, resignation, removal or death.




Section 3.  Removal,
Suspensions.  Any officer or agent appointed by the Board may
be removed by the Board, with or without cause, or by the appropriate banking
agency, pursuant to Section 1818(g) of the Federal Deposit Insurance Act, 12
USCA §1818(g), or any successor provision, as amended from time to
time.  Any officer or agent appointed by the Board and any officer
appointed by the President may be suspended, without prior approval by the
Board, by the Chairman of the Board or the President, who shall give notice
thereof to the Board.  Any such removal or suspension shall be without
prejudice to the contract rights, if any, of the person so removed or
suspended.




Section 4.  Chairman
of the Board.  The Chairman of the Board shall be chosen by and
from the directors, shall chair the Executive Committee, if established, shall
preside at all meetings of the Board and of the Executive Committee, if
established, and of the shareholders if present, and shall, in general, perform
all duties incident to the office of Chairman of the Board and such other duties
as, from time to time, may be assigned to him by the Board.




Section 5.  President.  The
President shall be the chief executive officer of the Corporation and may but
shall not be required to be a member of the Board.  He shall be
subject to the control of the Board and shall, in general, supervise and control
all of the business and affairs of the Corporation.  He shall, when
present and in the absence of the Chairman of the Board, preside at meetings of
the Board and of the shareholders.  He may sign, with the Secretary or
any other proper officer of the Corporation authorized by the Board, and deliver
certificates for shares of the Corporation and any deeds, mortgages, bonds,
notes, contracts or other instruments which the Board has authorized to be
executed, except in cases where the signing and execution thereof shall be
expressly delegated by the Board or by these Bylaws to some other officer or
agent of the Corporation, or shall be required by law to be otherwise signed or
executed; and, in general, shall perform all duties incident to the office of
President and such other duties as may be prescribed by the Board from time to
time.







Section 6.  Vice
Presidents.  Each Vice President and Assistant Vice President
(if and when appointed) shall familiarize himself with the affairs of the
Corporation relevant to his functions, shall have the power to sign certificates
representing shares of the Corporation, and shall have such other powers and
perform such duties as may be prescribed from time to time by the President or
the Board.  At the request of the President or, in the event of the
absence or disability of the President, at the request of the Board, any Vice
President may act temporarily in the place of the President and when so acting
shall possess all the powers of and perform all the duties of that
office.




Section 7.  Secretary.  The
Secretary shall (a) keep the minutes of the meetings of the shareholders, the
Board and the committees of the Board 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 or as required by law; (c) be custodian of the
corporate records (including reports of transfers of stock of the Corporation)
and of the seal of the Corporation and see that the seal of the Corporation is
affixed to all documents, the execution of which on behalf of the Corporation
under its seal is duly authorized; (d) keep a current register of the post
office address of each shareholder as furnished to the Secretary by such
shareholder; (e) sign with the President, or a Vice President, certificates for
shares of the Corporation, the issuance of which shall have been authorized by
the Board; (f) authenticate records of the Corporation when such authentication
is required; and (g) in general perform all duties incident to the office of the
Secretary and such other duties as from time to time may be assigned to him by
the President or the Board.







Section 8.  Chief
Financial Officer.  The Chief Financial Officer shall (a) be
the chief financial officer of the Corporation, (b) have charge and custody of
and be responsible for all funds and securities of the Corporation, receive and
give receipts for moneys received by the Corporation from any source whatsoever
and deposit all such moneys in the name of the Corporation in such banks, trust
companies or other depositories as shall be selected in accordance with Article
V of these Bylaws, and (c) in general perform all of the duties incident to the
office of Chief Financial Officer and such other duties as from time to time may
be assigned to him by the President or the Board.




Section 9.  Compensation.  The
compensation of the officers shall be fixed from time to time by the Board, and
no officer shall be prevented from receiving compensation as an officer by
reason of the fact that he is also a director of the Corporation.




Section 10.  Bonds.
Any or all officers and agents shall, respectively, if required by the Board,
give bonds for the faithful discharge of their duties in such sums and with such
sureties as the Board shall determine.




ARTICLE
V.  CONTRACTS, LOANS, CHECKS, INVESTMENTS AND DEPOSITS




Section 1.  Contracts.  The
Board may authorize any officer or officers or agent or agents to enter into any
contract (including real property and personal property leases) or execute and
deliver any instruments in the name and on behalf of the Corporation, and such
authority may be general or confined to specific instances.







Section 2.  Loans.  Except
for deposits, trade payables and leases (other than capital leases) incurred in
the ordinary course of business and for liability incurred in the presentment of
items for collection in the ordinary course of business, no borrowing shall be
contracted on behalf of the Corporation and no evidences of indebtedness shall
be issued in the Corporation's name, unless authorized by the
Board.  Such authority may be general or confined to specific
instances.




Section 3.  Checks
and Drafts.  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 or agent or agents of
the Corporation and in such manner as shall from time to time be determined by
the Board.




Section 4.  Investments.  No
investments may be made by the Corporation or on its behalf unless pursuant to
policies adopted by the Board.




Section 5.  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
depositaries as the Board may select.




ARTICLE
VI.  CERTIFICATES FOR SHARES AND THEIR TRANSFER




Section 1.  Certificates
for Shares.  Certificates representing shares of the
Corporation shall be in such form as shall be determined by the
Board.  Such certificates shall be signed by, or bear the facsimile
signature of, the President or a Vice President, and the Secretary or an
Assistant Secretary, and may be sealed with a corporate seal or a facsimile
thereof.  All certificates for shares shall be consecutively numbered
or otherwise identified.  The name and address of the person to whom
the shares represented thereby are issued, with 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 certificate shall be issued until the
former certificate shall have been surrendered and canceled, except that in case
of a lost, destroyed or mutilated certificate a new one may be issued therefor
upon such terms and indemnity to the Corporation as the Board may
prescribe.







Section 2.  Transfer
of Shares.  Transfer of shares of the Corporation shall be made
only (a) on the stock transfer books of the Corporation by the holder of record
thereof or by his legal representative, who shall furnish proper evidence of
authority to transfer, or by his attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the Corporation, and (b)
on surrender for cancellation of the certificate for such shares.  The
person in whose name shares stand on the books of the Corporation shall be
deemed by the Corporation to be the owner thereof for all
purposes.  The Secretary shall be authorized to obtain such
confirmation of the validity of any power of attorney as the Secretary may
reasonably request or the Board may require.




ARTICLE
VII.  FISCAL YEAR




The fiscal year of the Corporation
shall begin on January 1 of each calendar year unless otherwise determined by
the Board.




ARTICLE
VIII.  DISTRIBUTIONS




To the extent permitted by law or
regulation, the Board may from time to time authorize, and the Corporation may
make, distributions to its shareholders in the manner and upon the terms and
conditions provided by law and its Articles of Incorporation.




ARTICLE
IX.  SEAL




The Board may provide a corporate seal,
which may be circular in form and shall have inscribed thereon the name of the
Corporation and the word "Seal".







ARTICLE
X.  WAIVER OF NOTICE




Whenever any notice is required to be
given to any shareholder or director of the Corporation under the provisions of
the South Carolina Business Corporation Act of 1988, or successor thereto, as
amended from time to time, or under the provisions of the Articles of
Incorporation or Bylaws of the Corporation, a waiver thereof in writing, signed
by the person or persons entitled to such notice, whether before or after the
time stated therein, and delivered to the Corporation for inclusion or filing
with the minutes or corporate records, shall be equivalent to the giving of such
notice.  In addition, a person's attendance at or participation in a
meeting shall constitute a waiver of notice of such meeting, unless at the
beginning of the meeting (or promptly upon his arrival) such person objects to
holding the meeting or transacting business at the meeting and does not
thereafter vote for or assent to action taken at the meeting.




ARTICLE
XI.  INDEMNIFICATION




Section 1.  Authority.  The
Corporation shall, to the fullest extent permitted by the South Carolina
Business Corporation Act of 1988, or successor thereto, as amended from time to
time, indemnify all persons whom it may indemnify pursuant thereto so long as
such persons have conducted themselves in good faith and reasonably believed
their conduct not to be opposed to the Corporation's best
interests.




Section 2.  Insurance.  The
Corporation may purchase and maintain insurance on behalf of any person who is
or was a director, officer, employee or agent of the Corporation, or who, while
a director, officer, employee or agent of the Corporation, is or was serving at
the request of the Corporation as a director, officer, partner, trustee,
employee or agent of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise against liability asserted against or
incurred by him in that capacity or arising from his status as such, whether or
not the Corporation would have the power to indemnify him against the same
liability under Sections 33-8-510 and 33-8-520 of the South Carolina Business
Corporation Act of 1988, or successor thereto, as amended from time to
time.







ARTICLE
XII.  AMENDMENTS




Section 1.  Vote.  These
Bylaws may be amended or repealed and new Bylaws may be adopted (i) by majority
vote of the directors at any regular or special meeting thereof, without further
action of the shareholders being required, or (ii) by approval of the
shareholders at a duly called meeting for the purpose of approving an amendment
or repeal of these Bylaws proposed by the Board of Directors.




Section 2.  Notice
of Amendments.  Any notice of a meeting of shareholders at
which these Bylaws are to be amended or repealed or new Bylaws adopted shall
include notice of such proposed action.




ARTICLE
XIII.  MISCELLANEOUS




Section 1.  References.  All
references herein to any particular gender shall include all other genders as
appropriate, and all references herein to the singular number shall include the
plural number and vice versa, except where the context clearly requires
otherwise.