**Exhibit 3.4**

Amended and Restated Bylaws dated March 18, 2008

----

**Exhibit 3.4**

 

**AMENDED ANDRESTATED**

**                                                             **

**BYLAWS**

** **

**OF**

** **

**SOUTHERN FIRSTBANCSHARES, INC.**

** **

**(AdoptedMarch 18, 2008)**

 

** **

----

**SOUTHERN FIRST BANCSHARES, INC.**

TABLEOF CONTENTS

 

**                ARTICLE 1**

| **OFFICES** |            |                              | 1 |
|-------------|------------|------------------------------|---|
|             | Section 1: | Registered Office  and Agent |   | 1 |
|             | Section 2: | Other Offices                |   | 1 |

 

 
**                ARTICLE 2**

 

**SHAREHOLDERS**

1

Section 1:

Place of Meetings

1

Section 2:

Annual Meetings

1

Section 3:

Special Meetings

1

Section 4:

Notice

2

Section 5:

Quorum

3

Section 6:

Majority Vote;  Withdrawal of Quorum

3

Section 7:

Method of Voting

3

Section 8:

Record Date

3

Section 9:

Shareholder  Proposals

3

 
**                ARTICLE 3**

**DIRECTORS**

4

Section 1:

Management

4

Section 2:

Number,  Classification and Terms of Office of Directors

4

Section 3:

Qualifications of  Directors

5

Section 4:

Election of  Directors

5

Section 5:

Nomination of  Directors

5

Section 6:

Retirement of  Directors

6

Section 7:

Emeritus Directors

6

Section 8:

Vacancies

7

Section 9:

Removal of  Directors

7

Section 10:

Place of Meetings

7

Section 11:

Regular Meetings

7

Section 12:

Special Meetings

7

Section 13:  

Telephone and  Similar Meetings

7

Section 14:

Quorum; Majority  Vote

8

Section 15:

Compensation

8

Section 16:

Procedure

8

Section 17:

Action Without  Meeting

8

iii

**                ARTICLE 4**

**BOARD COMMITTEES**

8

Section 1:

Designation

8

Section 2:

Meetings

9

Section 3:

Quorum; Majority  Vote

9

Section 4:

Procedure

9

Section 5:

Action Without  Meeting

9

Section 6:

Telephone and  Similar Meetings

9

 
**                ARTICLE 5**

**OFFICERS**

9

Section 1:

Offices

9

Section 2:

Term

10

Section 3:

Vacancies

10

Section 4:

Compensation

10

Section 5:

Removal

10

Section 6:

Chairman of the  Board

10

Section 7:

Chief Executive  Officer

10

Section 8:

President

11

Section 9:

Vice Presidents

11

Section 10:

Secretary

11

Section 11:

Assistant  Secretary

11

Section 12:

Treasurer

12

 
**                ARTICLE 6**

**INDEMNIFICATION**

12

Section 1:

Indemnification of  Directors

12

Section 2:

Advancement of  Expenses

13

Section 3:

Indemnification of  Officers, Employees and Agents

13

Section 4:

Insurance

14

Section 5:

Nonexclusivity of  Rights; Agreements

14

Section 6:

Continuing  Benefits; Successors

14

Section 7:

Interpretation;  Construction

15

Section 8:

Amendment

15

Section 9:

Severability

15

iii

**                ARTICLE 7**

**CERTIFICATES AND  SHAREHOLDERS**

15

Section 1:

Share Certificates

15

Section 2:

Shares without  Certificates

16

Section 3:

Issuance of Shares

16

Section 4:

Rights of  Corporation with Respect to Registered Owners

16

Section 5:

Registration of  the Transfer of Shares

16

Section 6:

Lost, Stolen or  Destroyed Certificates

17

Section 7:

Restrictions on  Shares

17

Section 8:

Control Share Acquisitions  Statute

18

Section 9:

Voting of Stock  Held

18

 
**               ARTICLE 8**

**GENERAL PROVISIONS**

18

Section 1:

Distributions

18

Section 2:

Books and Records

18

Section 3:

Execution of  Documents

18

Section 4:

Fiscal Year

19

Section 5:

Seal

19

Section 6:

Resignation

19

Section 7:

Computation of  Days

19

Section 8:

Amendment of  Bylaws

19

Section 9:

Construction

19

Section 10:

Headings

20

 iii

**AMENDED AND RESTATED**

**BYLAWS**

**OF**

**SOUTHERN FIRSTBANCSHARES, INC.**

**(AdoptedMarch 18, 2008)**

 

 

**ARTICLE 1: OFFICES**

                   Section 1:  Registered Office andAgent.  The registered officeof Southern First Bancshares, Inc. ("the Corporation") shall be at 100 Verdae Blvd, Suite 100, Greenville, South Carolina 29607.  The registered agent shall be R. Arthur Seaver, Jr.

                   Section 2:  Other Offices.  The Corporation mayalso have offices at such other places within and without the State of South Carolina as the Board of Directors may from time to time determine or the business ofthe Corporation may require.

 

**ARTICLE 2****: SHAREHOLDERS******

                   Section 1:  Place of Meetings.  Meetings ofshareholders shall be held at the time and place, within or without the Stateof South Carolina, stated in the notice of the meeting or in a waiver ofnotice.

                   Section 2:  Annual Meetings.  An annual meeting ofthe shareholders shall be held each year on the third Thursday of April, if nota legal holiday, but if a legal holiday, then on the next Thursday not a legalholiday, or on such other date and at a time to be set by the Board of Directorsin accordance with all applicable notice requirements.  At the meeting, theshareholders shall elect directors and transact such other business as mayproperly be brought before the meeting.

                   Section 3:  Special Meetings.

                             (a)      Special meetingsof the shareholders, for any purpose or purposes, unless otherwise required bythe South Carolina Business Corporation Act of 1988, as amended from time totime (the "Act"), the Articles of Incorporation of the Corporation(the "Articles"), or these Bylaws, may be called by the chiefexecutive officer, the president, the chairman of the Board of Directors or amajority of the Board of Directors.

1

                             (b)      In addition to aspecial meeting called in accordance with subsection 3(a) of this Article 2,the Corporation shall, if and to the extent that it is required by applicablelaw, hold a special meeting of shareholders if the holders of at least tenpercent of all the votes entitled to be cast on any issue proposed to be consideredat such special meeting sign, date and deliver to the secretary of theCorporation one or more written demands for the meeting.  Such written demandsshall be delivered to the secretary by certified mail, return receiptrequested.  Such written demands sent to the secretary of the Corporation shallset forth as to each matter the shareholder or shareholders propose to bepresented at the special meeting (i) a description of the purpose or purposesfor which the meeting is to be held (including the specific proposal(s) to bepresented); (ii) the name and record address of the shareholder or shareholdersproposing such business; (iii) the class and number of shares of theCorporation that are owned of record by the shareholder or shareholders as of adate within ten days of the delivery of the demand; (iv) the class and numberof shares of the Corporation that are held beneficially, but not held ofrecord, by the shareholder or shareholders as of a date within ten days of thedelivery of the demand; and (v) any interest of the shareholder or shareholdersin such business.  Any such special shareholders' meeting shall be held at alocation designated by the Board of Directors.  The Board of Directors may setsuch rules for any such meeting as it may deem appropriate, including when themeeting will be held (subject to any requirements of the Act), the agenda forthe meeting (which may include any proposals made by the Board of Directors),who may attend the meeting in addition to shareholders of record and other suchmatters.  

                             (c)      Businesstransacted at any special meeting shall be confined to the specific purpose orpurposes stated in the notice of the meeting.

                   Section 4:  Notice.

                             (a)      Written or printednotice stating the place, day and hour of the meeting and, in the case of aspecial meeting, the specific purpose or purposes for which the meeting iscalled, shall be delivered by the Corporation not less than ten nor more thansixty days before the date of the meeting, either personally or by mail, toeach shareholder of record entitled to vote at such meeting.  If mailed, suchnotice shall be deemed effective when deposited with postage prepaid in the United States mail, addressed to the shareholder at the address appearing on the stocktransfer books of the Corporation.  Except as may be expressly provided by law,no failure or irregularity of notice of any regular meeting shall invalidatethe same or any proceeding thereat.

                             (b)      The notice of eachspecial shareholders meeting shall include a description of the specificpurpose or purposes for which the meeting is called.  Except as provided bylaw, the Articles or these Bylaws, the notice of an annual shareholders meetingneed not include a description of the purpose or purposes for which the meetingis called.

2

                   Section 5:  Quorum.  The holders of amajority of the shares issued and outstanding and entitled to vote thereat,present in person or represented by proxy, shall be requisite and shallconstitute a quorum at meetings of the shareholders for the transaction ofbusiness except as otherwise provided by statute, by the Articles or by theseBylaws.  If a quorum is not present or represented at a meeting of theshareholders, the shareholders entitled to vote, present in person orrepresented by proxy, shall have the power to adjourn the meeting from time totime, without notice other than announcement at the meeting, until a quorum ispresent or represented.  At an adjourned meeting at which a quorum is presentor represented, any business may be transacted which might have been transactedat the meeting as originally notified.  Once a share is represented for anypurpose at a meeting it is deemed present for quorum purposes.  

                   Section 6:  Majority Vote;Withdrawal of Quorum.  Except in regards tothe election of directors, when a quorum is present at a meeting, the vote ofthe holders of a majority of the shares having voting power, present in personor represented by proxy, shall decide any question brought before the meeting,unless the question is one on which, by express provision of the statutes, theArticles or these Bylaws, a higher vote is required in which case the expressprovision shall govern.  Directors shall be elected by a plurality vote of theshareholders.  The shareholders present at a duly constituted meeting maycontinue to transact business until adjournment, despite the withdrawal ofenough shareholders to leave less than a quorum.  

                   Section 7:  Method of Voting.  Each outstanding shareof common stock shall be entitled to one vote on each matter submitted to avote at a meeting of shareholders.  Each outstanding share of other classes ofstock, if any, shall have such voting rights as may be prescribed by the Boardof Directors.  Proxies delivered by facsimile to the Corporation, if otherwisein order, shall be valid.  Votes shall be taken by voice, by hand or inwriting, as directed by the chairman of the meeting.  Voting for directorsshall be in accordance with Article 3, Section 3 of these Bylaws.  

                   Section 8:  Record Date.  For the purpose ofdetermining shareholders entitled to notice of or to vote at any meeting ofshareholders, including any special meeting, or shareholders entitled toreceive payment of dividends, or in order to make a determination ofshareholders for any other purpose, the Board of Directors may fix in advance adate as the record date for any such determination of shareholders, such datein any case to be not less than ten nor more than seventy days prior to thedate on which the particular action, requiring such determination of shareholders,is to be taken.  Except as otherwise provided by law, if no record date isfixed for the determination of shareholders entitled to notice of or to vote ata meeting of shareholders, or of shareholders entitled to receive payment ofdividends, the date on which notice of the meeting is mailed, or the date onwhich the resolution of the Board of Directors declaring such dividend isadopted, as the case may be, shall be the record date.   

3
 
                      Section 9:  Shareholder Proposals.

                             (a)      To the extentrequired by applicable law, a shareholder may bring a proposal before an annualmeeting of shareholders as set forth in this Section 9.  To be properly broughtbefore an annual meeting of shareholders, business must be (i) specified in thenotice of meeting (or any supplement thereto) given by or at the direction ofthe Board of Directors; (ii) otherwise properly brought before the meeting byor at the direction of the Board of Directors; or (iii) otherwise properly broughtbefore the meeting by a shareholder.  In addition to any other applicablerequirements, for business to be properly brought before an annual meeting by ashareholder, the shareholder must have given timely notice thereof in writingto the secretary of the Corporation.  To be timely, a shareholder's notice mustbe given, either by personal delivery or by United States mail, postageprepaid, return receipt requested, to the secretary of the Corporation not lessthan 30 nor more than 60 days in advance of the annual meeting (provided, however, that if less than 31 days'notice of the meeting is given to shareholders, such written notice shall bedelivered or mailed, as prescribed, to the Secretary of Corporation not laterthan the close of the tenth day following the day on which notice of themeeting was mailed to shareholders). Ashareholder's notice to the secretary of the Corporation shall set forth foreach matter the shareholder proposes to bring before the annual meeting (i) adescription of the business desired to be brought before the annual meeting(including the specific proposal(s) to be presented) and the reasons forconducting such business at the annual meeting; (ii) the name and recordaddress of the shareholder proposing such business; (iii) the class and numberof shares of the Corporation that are owned of record, and the class and numberof shares of the Corporation that are held beneficially, but not held ofrecord, by the shareholder as of the record date for the meeting, if such datehas been made publicly available, or as of a date within ten days of theeffective date of the notice by the shareholder if the record date has not beenmade publicly available; and (iv) any interest of the shareholder in suchbusiness.  In the event that a shareholder attempts to bring business before anannual meeting without complying with the provisions of this Section 9, thechairman of the meeting shall declare to the meeting that the business was notproperly brought before the meeting in accordance with the foregoingprocedures, and such business shall not be transacted.  The chairman of anyannual meeting, for good cause shown and with proper regard for the orderlyconduct of business at the meeting, may waive in whole or in part the operationof this Section 9.  

                             (b)      If any shareholderof the Corporation notifies the Corporation that such shareholder intends topresent a proposal for action at a forthcoming meeting of the Corporation'sshareholders and requests that the Corporation include the proposal in itsproxy statement and such shareholder complies with all the requirements of Rule14a-8 promulgated under the Securities Exchange Act of 1934, the Corporationshall consider inclusion of such proposal in the proxy statement unless itdetermines that the proposal is inappropriate for consideration by theshareholders at the meeting.

 

**ARTICLE3****:  DIRECTORS******

                   Section 1:  Management.  The business andaffairs of the Corporation shall be managed by the Board of Directors who mayexercise all such powers of the Corporation and do all such lawful acts andthings as are not by law, the Articles or these Bylaws directed or required tobe done or exercised by the shareholders.

4

                   Section 2:  Number, Classificationand Terms of Office of Directors.  Unless otherwise provided in the Articles ofIncorporation, the number of directors of the Corporation shall be that numberas may be fixed from time to time by resolution of the Board of Directors, butin no event shall the number be less than five or greater than 25.  The initialnumber of directors shall be ten.  The number of members of the Board ofDirectors can be increased or decreased within the foregoing range at any timeby the Board of Directors.  In addition, unless provided otherwise byresolution of the Board of Directors, if, in any case after proxy materials foran annual meeting of shareholders have been mailed to shareholders, any personnamed therein to be nominated at the direction of the Board of Directorsbecomes unable or unwilling to serve, the number of authorized directors shallbe automatically reduced by a number equal to the number of such persons. 

                   Section 3:  Qualifications ofDirectors.  No individual who is orbecomes a Business Competitor (as defined below) or who is or becomesaffiliated with, employed by or a representative of any individual,corporation, association, partnership, firm, business enterprise or otherentity or organization which the Board of Directors, after having such matterformally brought to its attention, determines to be in competition with theCorporation or any of its subsidiaries (any such individual, corporation,association, partnership, firm, business enterprise or other entity ororganization being hereinafter referred to as a "BusinessCompetitor") shall be eligible to serve as a director if the Board ofDirectors determines that it would not be in the Corporation's best interestsfor such individual to serve as a director of the Corporation.  Suchaffiliation, employment or representation may include, without limitation,service or status as an owner, partner, shareholder, trustee, director,officer, consultant, employee, agent, or counsel, or the existence of anyrelationship which results in the affected person having an express or impliedobligation to act on behalf of a Business Competitor; provided, however, thatpassive ownership of a debt or equity interest not exceeding 1% of theoutstanding debt or equity, as the case may be, in any Business Competitorshall not constitute such affiliation, employment or representation.  Anyfinancial institution having branches or affiliates in Greenville County, South Carolina, shall be presumed to be a Business Competitor unless the Board of Directorsdetermines otherwise.

                   Section 4:  Election of Directors.  Directors shall beelected by a plurality vote. 

             

5
 
                   Section 5:  Nomination ofDirectors.

                             (a)      Nomination ofpersons to serve as directors of the Corporation, other than those made by oron behalf of the Board of Directors of the Corporation, shall be made inwriting and shall be delivered either by personal delivery or by United Statesmail, postage prepaid, return receipt requested, to the secretary of theCorporation no later than (i) with respect to an election to be held at anannual meeting of shareholders, ninety days in advance of such meeting; and(ii) with respect to an election to be held at a special meeting ofshareholders for the election of directors, the close of business on theseventh day following the date on which notice of such meeting is first givento shareholders.  Each notice shall set forth:  (i) the name and address of theshareholder who intends to make the nomination and of the person or persons tobe nominated; (ii) a representation that the shareholder is a holder of recordof stock of the Corporation entitled to vote at such meeting and intends toappear in person or by proxy at the meeting to nominate the person or personsspecified in the notice; (iii) a description of all arrangements orunderstandings between the shareholder and each nominee and any other person orpersons (naming such person or persons) pursuant to which the nomination ornominations are to be made by the shareholder; (iv) such other informationregarding each nominee proposed by such shareholder as would be required to beincluded in a proxy statement filed pursuant to the proxy rules of theSecurities and Exchange Commission, had the nominee been nominated, or intendedto be nominated, by the Board of Directors; and (v) the consent of each nomineeto serve as a director of the Corporation if so elected.  The chairman of themeeting may refuse to acknowledge the nomination of any person not made incompliance with the foregoing procedure.  The chairman of any such meeting, forgood cause shown and with proper regard for the orderly conduct of business atthe meeting, may waive in whole or in part the operation of this Section 4. 

                             (b)      Notwithstandingsubsection (a) of this Section 5, if the Corporation or any banking subsidiaryof the Corporation is subject to the requirements of Section 914 of theFinancial Institutions Reform, Recovery, and Enforcement Act of 1989, then noperson may be nominated by a shareholder for election as a director at anymeeting of shareholders unless the shareholder furnishes the written noticerequired by subsection (a) of this Section 5 to the secretary of theCorporation at least ninety days prior to the date of the meeting and thenominee has received regulatory approval to serve as a director prior to thedate of the meeting.

                   Section 6:  Retirement ofDirectors.  No person shall beelected or re-elected a director of the Corporation after attaining the age ofseventy (70), provided that this provision shall not apply to any initialdirector who shall have attained the age of sixty (60) prior to April 18, 2000.

6

                   Section 7:  Emeritus Directors.  The Board of Directorsmay, from time to time, appoint individuals (including individuals who haveretired from the Board of Directors) to serve as members of the Emeritus Boardof Directors of the Corporation.  Each member of the Emeritus Board ofDirectors of the Corporation, except in the case of his earlier death,resignation, retirement, disqualification or removal, shall serve until thenext succeeding annual meeting of the Board of Directors of the Corporation. Members of the Emeritus Board of Directors may be removed without cause by avote of the members of the Board of Directors.  Any individual appointed as amember of the Emeritus Board of Directors of the Corporation may, but shall notbe required to, attend meetings of the Board of Directors of the Corporationand may participate in any discussions at such meetings, but such individualmay not vote or be counted in determining a quorum at any meeting of the Boardof Directors of the Corporation.  It shall be the duty of the members of theEmeritus Board of Directors of the Corporation to serve as goodwill ambassadorsof the Corporation, but such individuals shall not have any responsibility orbe subject to any liability imposed upon a member of the Board of Directors ofthe Corporation or in any manner otherwise be deemed to be a member of theBoard of Directors of the Corporation.  Each member of the Emeritus Board ofDirectors of the Corporation shall be paid such compensation as may be set fromtime to time by the Chairman of the Board of Directors of the Corporation andshall remain eligible to participate in any stock option plan in whichdirectors are eligible to participate which is maintained by, or participatedin, from time to time by the Corporation, according to the terms and conditionsthereof.

                   Section 8:  Vacancies.  Except as otherwiseprovided by law, in the Articles of Incorporation, or in these Bylaws (a) theoffice of a director shall become vacant if he dies, resigns, or is removedfrom office, and (b) the Board of Directors may declare vacant the office of adirector if (i) he is interdicted or adjudicated an incompetent, (ii) an actionis filed by or against him, or any entity of which he is employed as hisprincipal business activity, under the bankruptcy laws of the United States,(iii) in the sole opinion of the Board of Directors he becomes incapacitated byillness or other infirmity so that he is unable to perform his duties for aperiod of six months or longer, or (iv) he ceases at any time to have thequalifications required by law, the Articles of Incorporation or these Bylaws. The remaining directors may, by a majority vote, fill any vacancy on the Boardof Directors (including any vacancy resulting from an increase in theauthorized number of directors, or from the failure of the shareholders toelect the full number of authorized directors) for an unexpired term; providedthat the shareholders shall have the right at any special meeting called forsuch purpose prior to action by the Board of Directors to fill the vacancy.

                   Section 9:  Removal of Directors.  Unless providedotherwise by the Articles of Incorporation, directors may be removed with orwithout cause by unanimous vote of the Board of Directors (with the abstentionof any director who is the subject of such vote) or the affirmative vote of theholders of at least a majority of the shares entitled to vote at an election ofdirectors, such vote being taken at a meeting of the shareholders called forthat purpose at which a quorum is present.

                   Section 10:  Place of Meetings.  Meetings of the Boardof Directors, regular or special, may be held either within or without theState of South Carolina.

                   Section 11:  Regular Meetings.  Regular meetings of theBoard of Directors may be held without notice at such time and place as shallfrom time to time be determined by the Board of Directors.

                   Section 12:  Special Meetings.  Special meetings of theBoard of Directors may be called by the chairman, the chief executive officer,or the president of the Corporation, on not less than twenty-four hoursnotice.  Notice of a special meeting may be given by personal notice,telephone, facsimile, electronic communication, overnight courier or UnitedStates mail to each director.  Any such special meeting shall be held at suchtime and place as shall be stated in the notice of the meeting.  The noticeneed not describe the purpose or purposes of the special meeting.  

7

                   Section 13:  Telephone and SimilarMeetings.  Directors mayparticipate in and hold a meeting by means of conference telephone or similarcommunications equipment by means of which all persons participating in themeeting can hear each other.  Participation in such a meeting shall constitutepresence in person at the meeting, except where a person participates in themeeting for the express purpose of objecting to the holding of the meeting orthe transacting of any business at the meeting on the ground that the meetingis not lawfully called or convened, and does not thereafter vote for or assentto action taken at the meeting.

                   Section 14:  Quorum; Majority Vote.  At meetings of theBoard of Directors a majority of the number of directors then in office shallconstitute a quorum for the transaction of business.  The act of a majority ofthe directors present at a meeting at which a quorum is present shall be theact of the Board of Directors, except as otherwise specifically provided bylaw, the Articles or these Bylaws.  If a quorum is not present at a meeting ofthe Board of Directors, the directors present may adjourn the meeting from timeto time, without notice other than announcement at the meeting, until a quorumis present.  

                   Section 15:  Compensation.  Each director shall beentitled to receive such reasonable compensation as may be determined byresolution of the Board of Directors.  By resolution of the Board of Directors,the directors may be paid their expenses, if any, of attendance at each meetingof the Board of Directors and may be paid a fixed sum for attendance at eachmeeting of the Board of Directors.  No such payment shall preclude any directorfrom serving the Corporation in any other capacity and receiving compensationtherefor.  Members of committees may, by resolution of the Board of Directors,be allowed compensation for attending committee meetings.

                   Section 16:  Procedure.  The Board of Directorsshall keep regular minutes of its proceedings.  The minutes shall be placed inthe minute book of the Corporation.

                   Section 17:  Action WithoutMeeting.  Any action required orpermitted to be taken at a meeting of the Board of Directors may be takenwithout a meeting if the action is assented to by all the members of theBoard.  Such consent shall have the same force and effect as a meeting vote andmay be described as such in any document.

8

**ARTICLE 4:  BOARD COMMITTEES**

                   Section 1:  Designation.  The Board of Directorsmay, by resolution adopted by a majority of the full Board, designate one ormore committees.  Each committee must have two or more members who serve at thepleasure of the Board of Directors.  To the extent specified by the Board ofDirectors, in the Articles or in these Bylaws, each committee may exercise theauthority of the Board of Directors.  So long as prohibited by law, however, acommittee of the Board may not (a) authorize distributions; (b) approve orpropose to shareholders action required by the Act to be approved byshareholders; (c) fill vacancies on the Board of Directors or on any of itscommittees; (d) amend the Articles; (e) adopt, amend or repeal these Bylaws;(f) approve a plan of merger not requiring shareholder approval; (g) authorizeor approve reacquisition of shares, except according to a formula or methodprescribed by the Board of Directors; or (h) authorize or approve the issuanceor sale or contract for sale of shares, or determine the designation andrelative rights, preferences and limitations of a class or series of shares,except that the Board of Directors may authorize a committee (or a seniorexecutive officer of the Corporation) to do so within limits specificallyprescribed by the Board of Directors.  Any director may serve one or morecommittee.  Any committee appointed under this Section 1 shall perform suchduties and assume such responsibility as may from time to time be placed uponit by the Board of Directors.

                   Section 2:  Meetings.  Time, place and noticeof all committee meetings shall be as called and specified by the chiefexecutive officer, the committee chairman or any two members of each committee.

                   Section 3:  Quorum; Majority Vote.  At meetings ofcommittees, a majority of the number of members designated by the Board ofDirectors shall constitute a quorum for the transaction of business.  The actof a majority of the members present at any meeting at which a quorum ispresent shall be the act of such committee, except as otherwise specificallyprovided by the Act, the Articles or these Bylaws.  If a quorum is not presentat a meeting of the committee, the members present may adjourn the meeting fromtime to time, without notice other than an announcement at the meeting, until aquorum is present.

                   Section 4:  Procedure.  Committees shall keepregular minutes of their proceedings and report the same to the Board ofDirectors at its next regular meeting.  The minutes of the proceedings of thecommittee shall be placed in the minute book of the Corporation.

                   Section 5:  Action Without Meeting.  Any action required orpermitted to be taken at a meeting of any committee may be taken without ameeting if the action is assented to by all the members of the committee.  Suchconsent shall have the same force and effect as a meeting vote and may bedescribed as such in any document.

                   Section 6:  Telephone and SimilarMeetings.  Committee members mayparticipate in and hold a meeting by means of conference telephone or similarcommunications equipment by means of which all persons participating in themeeting can hear each other.  Participation in such a meeting shall constitutepresence in person at the meeting, except where a person participates in the meetingfor the express purpose of objecting to the holding of the meeting or thetransacting of any business at the meeting on the ground that the meeting isnot lawfully called or convened, and does not thereafter vote for or assent toaction taken at the meeting.**                                        **

9

**   ARTICLE 5:  OFFICERS                                                      **

                   Section 1:  Officers.  The officers of theCorporation shall consist of a chief executive officer, president andsecretary, each of whom shall be elected by the Board of Directors.  The Boardof Directors may also create and establish the duties of other offices as itdeems appropriate.  The Board of Directors shall also elect a chairman of theBoard and may elect a vice chairman of the Board from among its members.  TheBoard of Directors from time to time may appoint, or may authorize thepresident to appoint or authorize specific officers to appoint, the persons whoshall hold such other offices as may be established by the Board of Directors,including one or more vice presidents (including executive vice presidents,senior vice presidents, assistant vice presidents), one or more assistantsecretaries, and one or more assistant treasurers.  Any two or more offices maybe held by the same person.

                   Section 2:  Term.  Each officer shallserve at the pleasure of the Board of Directors (or, if appointed pursuant tothis Article, at the pleasure of the Board of Directors, the president, or theofficer authorized to have appointed the officer) until his or her death,resignation, or removal, or until his or her replacement is elected orappointed in accordance with this Article.

                   Section 3:  Vacancies.  Any vacancy occurringin any office of the Corporation may be filled by the Board of Directors.  Anyvacancy in an office which was filled by the president or another officer mayalso be filled by the president or by any officer authorized to have filled theoffice vacant.

                    Section 4:  Compensation.  The compensation of allofficers of the Corporation shall be fixed by the Board of Directors or by acommittee or officer appointed by the Board of Directors.  Officers may servewithout compensation.

                   Section 5:  Removal.  All officers(regardless of how elected or appointed) may be removed, with or without cause,by the Board of Directors.  Any officer appointed by the president or anotherofficer may also be removed, with or without cause, by the president or by anyofficer authorized to have appointed the officer to be removed.  Removal willbe without prejudice to the contract rights, if any, of the person removed, butshall be effective notwithstanding any damage claim that may result frominfringement of such contract rights.

                   Section 6:  Chairman of the Board.  The office of thechairman of the board may be filled by the Board at its pleasure by the electionof one of its members to the office.  The chairman shall preside at allmeetings of the Board and meetings of the shareholders and shall perform suchother duties as may be assigned to him by the Board of Directors.

                   Section 7:  Chief Executive Officer. The chief executiveofficer shall be responsible for the general and active management of thebusiness and affairs of the Corporation, and shall see that all orders andresolutions of the Board are carried into effect.  He shall perform such otherduties and have such other authority and powers as the Board of Directors mayfrom time to time prescribe.

10

                   Section 8:  President.  The president shall beresponsible for the general and active management of the business and affairsof the Corporation, and shall see that all orders and resolutions of the Boardare carried into effect.  He shall perform such other duties and have suchother authority and powers as the Board of Directors may from time to timeprescribe.  The president shall preside as chairman of the Board of Directorsduring the absence of the Board chairman.

                   Section 9:  Vice Presidents.  The vice presidents(executive, senior, or assistant), as such offices are appointed by the Boardof Directors, in the order of their seniority, unless otherwise determined bythe Board of Directors, shall, in the absence or disability of the president,perform the duties and have the authority and exercise the powers of thepresident.  They shall perform such other duties and have such other authorityand powers as the Board of Directors may from time to time prescribe or as thepresident may from time to time delegate.

                   Section10:  Secretary. 

                             (a)      Thesecretary shall attend all meetings of the Board of Directors and all meetingsof the shareholders and record all votes, actions and the minutes of allproceedings in a book to be kept for that purpose and shall perform like dutiesfor the executive and other committees when required.

                             (b)      The secretaryshall give, or cause to be given, notice of all meetings of the shareholdersand special meetings of the Board of Directors.

                             (c)      The secretaryshall keep in safe custody the seal of the Corporation and, when authorized bythe Board of Directors or the executive committee, affix it to any instrumentrequiring it.  When so affixed, it shall be attested by the secretary'ssignature or by the signature of the treasurer or an assistant secretary.

                             (d)      The secretaryshall be under the supervision of the president and shall perform such otherduties and have such other authority and powers as the Board of Directors mayfrom time to time prescribe or as the president may from time to time delegate.

                   Section 11:  Assistant Secretary.  The assistantsecretaries, as such offices are created by the Board of Directors, in theorder of their seniority, unless otherwise determined by the Board ofDirectors, shall, in the absence or disability of the secretary, perform theduties and have the authority and exercise the powers of the secretary.  Theyshall perform such other duties and have such other powers as the Board ofDirectors may from time to time prescribe or as the president may from time totime delegate.

11

                   Section12:  Treasurer. 

                             (a)      Thetreasurer shall have the custody of the corporate funds and securities andshall keep full and accurate accounts of receipts and disbursements of theCorporation and shall deposit all moneys and other valuables in the name and tothe credit of the Corporation in appropriate depositories.

                             (b)      The treasurer shalldisburse the funds of the Corporation ordered by the Board of Directors andprepare financial statements as they direct.

                             (c)      The treasurershall perform such other duties and have such other authority and powers as theBoard of Directors may from time to time prescribe or as the president may fromtime to time delegate.

                             (d)      The treasurer'sbooks and accounts shall be opened at any time during business hours to theinspection of any directors of the Corporation.  

 

**ARTICLE 6****: INDEMNIFICATION******

                   Section 1:  Indemnification ofDirectors. 

                             (a)      The Corporationshall indemnify and hold harmless, to the fullest extent permitted byapplicable law, any person (an "Indemnified Person") who was or is aparty or is threatened to be made a party to or is otherwise involved in anythreatened, pending or completed action, suit or other proceeding, whethercivil, criminal, administrative or investigative and whether formal orinformal, by reason of the fact that he, or a person for whom he is a legalrepresentative (or other similar representative), is or was a director of theCorporation or is or was serving at the Corporation's request as a director, officer,partner, trustee, employee or agent of another corporation, partnership, jointventure, trust, employee benefit plan or other enterprise, against expenses(including attorneys' fees), judgments, fines, amounts paid in settlement orother similar costs actually and reasonably incurred in connection with suchaction, suit or proceeding.  For purposes of this Article 6, all terms usedherein that are defined in Section 33-8-500 of the Act or any successorprovision or provisions shall have the meanings so prescribed in such Section.

12

                             (b)      Without limitingthe provisions of Section 1(a) of this Article 6, the Corporation shallindemnify a director who was wholly successful, on the merits or otherwise, inthe defense of any proceeding to which he was a party because he is or was adirector of the Corporation against reasonable expenses incurred by him inconnection with the proceeding.  In addition, the Corporation shall indemnifyan individual made a party to a proceeding because he is or was a director againstliability incurred in the proceeding if:  (i) he conducted himself in goodfaith; (ii) he reasonably believed:  (A) in the case of conduct in his officialcapacity with the Corporation, that his conduct was in its best interest; and(B) in all other cases, that his conduct was at least not opposed to its bestinterest; and (iii) in the case of any criminal proceeding, he had noreasonable cause to believe his conduct was unlawful.  The termination of aproceeding by judgment, order, settlement, conviction, or upon a plea of nolocontendere or its equivalent is not, of itself, determinative that the directordid not meet the standard of conduct described in this subsection (b).  Thedetermination of whether the director met the standard of conduct described inthis subsection (b) shall be made in accordance with Section 33-8-550 of theAct or any successor provision or provisions.  

                   Section 2:  Advancement ofExpenses.

                             (a)      With respect toany proceeding to which an Indemnified Person is a party because he is or was adirector of the Corporation, the Corporation shall, to the fullest extentpermitted by applicable law, pay for or reimburse the Indemnified Person'sreasonable expenses (including, but not limited to, attorneys' fees anddisbursements, court costs, and expert witness fees) incurred by theIndemnified Person in advance of final disposition of the proceeding. 

                             (b)      Without limitingthe provisions of Section 2(a) of this Article 6, the Corporation shall, to thefullest extent permitted by applicable law, pay for or reimburse the reasonableexpenses (including, but not limited to, attorneys' fees and disbursements,court costs and expert witness fees) incurred by a director who is a party to aproceeding in advance of final disposition of the proceeding if:  (a) thedirector furnishes the Corporation a written affirmation of his good faithbelief that he has met the standard of conduct described in Section 1(b) ofthis Article 6; (b) the director furnishes the Corporation a writtenundertaking, executed personally or on his behalf, to repay the advance if itis ultimately determined that he did not meet such standard of conduct; and (c)a determination is made that the facts then known to those making thedetermination would not preclude indemnification under this Article 6.  TheCorporation shall expeditiously pay the amount of such expenses to the directorfollowing the director's delivery to the Corporation of a written request foran advance pursuant to this Section 2 together with a reasonable accounting ofsuch expenses.  The undertaking required by this Section 2 shall be anunlimited general obligation of the director but need not be secured and may beaccepted without reference to financial ability to make repayment. Determinations and authorizations of payments under this Section 2 shall bemade in the manner specified in Section 33-8-550 of the Act or any successorprovision or provisions.

13

                   Section 3:  Indemnification ofOfficers, Employees and Agents.  An officer of theCorporation who is not a director is entitled to the same indemnificationrights which are provided to directors of the Corporation in Section 1 of thisArticle 6 and the Corporation shall advance expenses to officers of theCorporation who are not directors to the same extent and in the same manner asto directors as provided in Section 2 of this Article 6.  In addition, theBoard of Directors shall have the power to cause the Corporation to indemnify,hold harmless and advance expenses to any officer, employee or agent of theCorporation who is not a director to the fullest extent permitted by publicpolicy, by adopting a resolution to that effect identifying such officers,employees or agents (by position and name) and specifying the particular rightsprovided, which may be different for each of the persons identified.  Anyofficer entitled to indemnification pursuant to the first sentence of thisSection 3 and any officer, employee or agent granted indemnification by theBoard of Directors in accordance with the second sentence of this Section 3shall, to the extent specified herein or by the Board of Directors, be an"Indemnified Party" for the purposes of the provisions of thisArticle 6.

                   Section 4:  Insurance.  The Corporation maypurchase and maintain insurance on behalf of an individual who is or was adirector, officer, employee or agent of the Corporation, or who, while adirector, officer, employee or agent of the Corporation, is or was serving atthe request of the Corporation as a director, officer, partner, trustee,employee or agent of another foreign or domestic corporation, partnership, jointventure, trust, employee benefit plan or other enterprise, against liabilityasserted against or incurred by him in that capacity or arising from his statusas a director, officer, employee or agent, whether or not the Corporation wouldhave the power to indemnify him against the same liability under this Article6.  

                   Section 5:  Nonexclusivity ofRights; Agreements.  The rights conferred onany person by this Article 6 shall neither limit nor be exclusive of any otherrights which such person may have or hereafter acquire under any statute,agreement, provision of the Articles, these Bylaws, vote of shareholders orotherwise.  The provisions of this Article 6 shall be deemed to constitute anagreement between the Corporation and each person entitled to indemnificationhereunder.  In addition to the rights provided in this Article 6, theCorporation shall have the power, upon authorization by the Board of Directors,to enter into an agreement or agreements providing to any person who is or wasa director, officer, employee or agent of the Corporation certainindemnification rights.  Any such agreement between the Corporation and anydirector, officer, employee or agent of the Corporation concerningindemnification shall be given full force and effect, to the fullest extentpermitted by applicable law, even if it provides rights to such director,officer, employee or agent more favorable than, or in addition to, those rightsprovided under this Article 6.  

                   Section 6:  Continuing Benefits;Successors.  The indemnification andadvancement of expenses provided by or granted pursuant to this Article 6shall, unless otherwise provided when authorized or ratified, continue as to aperson who has ceased to be a director, officer, employee or agent and shallinure to the benefit of the heirs, executors and administrators of suchperson.  For purposes of this Article 6, the term "Corporation" shallinclude any corporation, joint venture, trust, partnership or unincorporatedbusiness association that is the successor to all or substantially all of thebusiness or assets of this Corporation, as a result of merger, consolidation,sale, liquidation or otherwise, and any such successor shall be liable to thepersons indemnified under this Article 6 on the same terms and conditions andto the same extent as this Corporation.  

14

                   Section 7:  Interpretation;Construction.  This Article 6 isintended to provide indemnification to the directors and permit indemnificationto the officers of the Corporation to the fullest extent permitted byapplicable law as it may presently exist or may hereafter be amended and shallbe construed in order to accomplish this result.  To the extent that aprovision herein prevents a director or officer from receiving indemnificationto the fullest extent intended, such provision shall be of no effect in suchsituation.  If at any time the Act is amended so as to permit broaderindemnification rights to the directors and officers of this Corporation, thenthese Bylaws shall be deemed to automatically incorporate these broaderprovisions so that the directors and officers of the Corporation shall continueto receive the intended indemnification to the fullest extent permitted byapplicable law.

                   Section 8:  Amendment.  Any amendment to thisArticle 6 that limits or otherwise adversely affects the right ofindemnification, advancement of expenses or other rights of any IndemnifiedPerson hereunder shall, as to such Indemnified Person, apply only to claims,actions, suits or proceedings based on actions, events or omissions(collectively, "Post Amendment Events") occurring after suchamendment and after delivery of notice of such amendment to the IndemnifiedPerson so affected.  Any Indemnified Person shall, as to any claim, action,suit or proceeding based on actions, events or omissions occurring prior to thedate of receipt of such notice, be entitled to the right of indemnification,advancement of expenses and other rights under this Article 6 to the sameextent as if such provisions had continued as part of the Bylaws of theCorporation without such amendment.  This Section 8 cannot be altered, amendedor repealed in a manner effective as to any Indemnified Person (except as toPost Amendment Events) without the prior written consent of such IndemnifiedPerson.

                   Section 9:  Severability.  Each of the Sections ofthis Article 6, and each of the clauses set forth herein, shall be deemedseparate and independent, and should any part of any such Section or clause bedeclared invalid or unenforceable by any court of competent jurisdiction, suchinvalidity or unenforceability shall in no way render invalid or unenforceableany other part thereof or any separate Section or clause of this Article 6 thatis not declared invalid or unenforceable.

15
 
**ARTICLE 7:  CERTIFICATES ANDSHAREHOLDERS**

                   Section 1:  Share Certificates.  Share Certificates inthe form determined by the Board of Directors may be delivered representing allshares of which shareholders are entitled.  Certificates shall be consecutivelynumbered and shall be entered in the books of the Corporation as they areissued.  At a minimum, each share certificate must state on its face:  (a) thename of the Corporation and that it is organized under the laws of SouthCarolina; (b) the name of the person to whom the certificate is issued; and (c)the number and class of shares and the designation of the series, if any, thecertificate represents.  Each share certificate (a) must be signed (eithermanually or in facsimile) by at least two officers, including the president,the secretary, or such other officer or officers as the Board of Directorsshall designate; and (b) may bear the corporate seal or its facsimile.  If theperson who signed (either manually or in facsimile) a share certificate nolonger holds office when the certificate is issued, the certificate isnevertheless valid.

                   Section 2. Shares withoutCertificates.  The Board of Directors of the Corporation may authorize theissue of some or all of the shares of any or all of its classes or serieswithout certificates in accord with the provisions of Chapter 8 of Title 36 ofthe South Carolina Uniform Commercial Code.  Within a reasonable time after theissue or transfer of shares without certificates, the Corporation shall sendthe shareholder a written statement containing the following information: (a)the name of the Corporation and a statement that it is organized under the lawsof South Carolina; (b) the name of the person to whom the shares are issued;(c) the number and class of shares and the designation of the series, if any,of the shares; (d) if at such time the Corporation is authorized to issuedifferent classes of shares or different series within a class, a summary ofthe designations, relative rights, preferences, and limitations applicable toeach class and the variations in rights, preferences, and limitationsdetermined for each series (and the authority of the Board of Directors todetermine variations for future series); and (e) if applicable, a conspicuousnotation that the shares are subject to a restriction on their transfer.

                   Section 3:  Issuance of Shares.  The Board of Directorsmay authorize shares to be issued for consideration consisting of any tangibleor intangible property or benefit to the Corporation, including cash,promissory notes, services performed, written contracts for services to beperformed or other securities of the Corporation.  Before the Corporationissues shares, the Board of Directors must determine that the considerationreceived or to be received for shares to be issued is adequate.  Thatdetermination by the Board of Directors is conclusive insofar as the adequacyof consideration for the issuance of shares relates to whether the shares arevalidly issued, fully paid and nonassessable.  When the Corporation receivesthe consideration for which the Board of Directors authorized the issuance ofshares, the shares issued therefor are fully paid and nonassessable. 

                   Section 4:  Rights of Corporationwith Respect to Registered Owners.  Prior to duepresentation for transfer of registration of its shares, the Corporation maytreat the registered owner of the shares as the person exclusively entitled tovote the shares, to receive any dividend or other distribution with respect tothe shares, and for all other purposes; and the Corporation shall not be boundto recognize any equitable or other claim to or interest in the shares on thepart of any other person, whether or not it has express or other notice of sucha claim or interest, except as otherwise provided by law.

16

                   Section 5:  Registration of the Transfer of Shares. Registration of the transfer of shares of theCorporation shall be made only on the stock transfer books of the Corporation(which stock transfer books may be kept by the Corporation or the transferagent designated by the Corporation to transfer the shares or other agentdesignated by the Corporation).  If a share certificate in registered form ispresented to the Corporation with a request to register a transfer of theshares, or an instruction is presented to the Corporation with a request toregister the transfer of uncertificated shares, then, subject to applicablelaw, the Corporation shall register the transfer as requested if: (a) under theterms of the shares the person seeking registration of transfer is eligible tohave the shares registered in their name; (b) the indorsement or instruction ismade by the appropriate person or by an agent who has actual authority to acton behalf of the appropriate person; (c) reasonable assurance is given that theindorsement or instruction is genuine and authorized (without limiting theforegoing, the Corporation or its transfer agent, may require that theindorsement or instruction must have been guaranteed by a commercial bank orbrokerage firm that is a member of the National Association of SecuritiesDealers and reasonable assurance is given that such endorsements areeffective); (d) any applicable law relating to the collection of taxes has beencomplied with; (e) the transfer does not violate any restriction on transferimposed by the Corporation in accordance with § 36-8-204 of the South CarolinaCode; (f) the registered owner has not made a demand that the shares not betransferred, or if such demand has been made, the procedures set forth in §36-8-403 of the South Carolina Code permit the transfer; and (g) the transferis in fact rightful or is to a person otherwise entitled to obtain the sharesas a protected purchaser as defined in § 36-8-303 of the South Carolina Code. A person acting as authenticating trustee, transfer agent, registrar, or otheragent for the Corporation in the registration of a transfer of its securities,in the issue of new security certificates or uncertificated securities, or inthe cancellation of surrendered security certificates has the same obligationto the holder or owner of a certificated or uncertificated security with regardto the particular functions performed as the Corporation has in regard to thosefunctions.

                   Section 6:  Lost, Stolen orDestroyed Certificates.  The Corporation shallissue a new certificated shares in place of any certificate for sharespreviously issued if the registered owner of the certificate:  (a) makes proofin affidavit form that the certificate has been lost, destroyed or wrongfullytaken; (b) requests the issuance of a new certificate before the Corporationhas notice that the certificate has been acquired by a purchaser for value ingood faith and without notice of an adverse claim; (c) gives a bond in suchform, and with such surety or sureties, with fixed or open penalty, as theCorporation may direct, to indemnify the Corporation (and its transfer agentand registrar, if any) against any claim that may be made on account of thealleged loss, destruction or theft of the certificate; and (d) satisfies anyother reasonable requirements imposed by the Corporation.  When a certificatehas been lost, apparently destroyed or wrongfully taken, and the holder ofrecord fails to notify the Corporation within a reasonable time after he hasnotice of it, and the Corporation registers a transfer of the sharesrepresented by the certificate before receiving such notification, the holderof record is precluded from making any claim against the Corporation for thetransfer or for a new certificate.

17

                   Section 7:  Restrictions on Shares.  The Board of Directors,on behalf of the Corporation, or the shareholders may impose restrictions onthe transfer of shares (including any security convertible into, or carrying aright to subscribe for or acquire shares) to the maximum extent permitted bylaw.  A restriction does not affect shares issued before the restriction wasadopted unless the holders of the shares are parties to the restrictionagreement or voted in favor of the restriction.  A restriction on the transferof shares is valid and enforceable against the holder or a transferee of theholder if the restriction is authorized by this Section 7 and its existence isnoted conspicuously on the front or back of the certificate.

                   Section 8:  Control ShareAcquisitions Statute.  The Corporation electsnot to be subject to or governed by the South Carolina Control ShareAcquisitions Statute contained in Sections 35-2-101 to 35-2-111 of the SouthCarolina Code, or any successor provision or provisions.

                   Section 9:  Voting of Stock Held.  Unless otherwise providedby resolution of the Board of Directors, the president or any executive vicepresident shall from time to time appoint an attorney or attorneys or agent oragents of this Corporation, in the name and on behalf of this Corporation, tocast the vote which this Corporation may be entitled to cast as a shareholderor otherwise in any other corporation, any of whose stock or securities may beheld by this Corporation, at meetings of the holders of the stock or othersecurities of such other corporation, or to consent in writing to any action byany of such other corporation, and shall instruct the person or persons soappointed as to the manner of casting such votes or giving such consent and mayexecute or cause to be executed on behalf of this Corporation and under itscorporate seal or otherwise, such written proxies, consents, waivers or otherinstruments as may be necessary or proper; or, in lieu of such appointment, thepresident or any executive vice president may attend in person any meetings ofthe holders of stock or other securities of any such other corporation andtheir vote or exercise any or all power of this Corporation as the holder ofsuch stock or other securities of such other corporation.  

 

**ARTICLE 8****:  GENERAL PROVISIONS******

                   Section 1:  Distributions.  The Board of Directorsmay authorize, and the Corporation may make, distributions (including dividendson its outstanding shares) in the manner and upon the terms and conditionsprovided by applicable law and the Articles.

                   Section 2:  Books and Records.  The Corporation shallkeep correct and complete books and records of account and shall keep minutes ofthe proceedings of its shareholders and Board of Directors.  

                   Section 3:  Execution of Documents.  The Board of Directorsor these Bylaws shall designate the officers, employees and agents of theCorporation who shall have the power to execute and deliver deeds, contracts,mortgages, bonds, debentures, checks and other documents for and in the name ofthe Corporation, and may authorize such officers, employees and agents todelegate such power (including authority to redelegate) to other officers,employees or agents of the Corporation.  Unless so designated or expresslyauthorized by these Bylaws, no officer, employee or agent shall have any poweror authority to bind the Corporation by any contract or engagement or to pledgeits credit or to render it liable pecuniarily for any purpose or any amount.

18

                   Section 4:  Fiscal Year.  The fiscal year of theCorporation shall be the same as the calendar year.

                   Section 5:  Seal.  The Corporation mayprovide a seal which contains the name of the Corporation and the name of thestate of incorporation.  The seal may be used by impressing it or reproducing afacsimile of it or otherwise.

                   Section 6:  Resignation.  A director may resignby delivering written notice to the  Board of Directors, the chairman or theCorporation.  Such resignation of a director is effective when the notice isdelivered unless the notice specifies a later effective date.  An officer mayresign at any time by delivering notice to the Corporation.  Such resignationof an officer is effective when the notice is delivered unless the noticespecifies a later effective date.  If a resignation of an officer is madeeffective at a later date and the Corporation accepts the future effectivedate, the Board of Directors may fill the pending vacancy before the effectivedate if the Board of Directors provides that the successor does not take officeuntil the effective date. 

                   Section 7:  Computation of Days.  In  computing anyperiod of days prescribed hereunder the day of the act after which thedesignated period of days begins to run is not to be included.  The last day ofthe period so computed is to be included.

                   Section 8:  Amendment of Bylaws. 

                             (a)      Except to theextent required otherwise by law, these Bylaws, or the Articles ofIncorporation, these Bylaws may be altered, amended or repealed or new Bylawsmay be adopted at any meeting of the Board of Directors at which a quorum ispresent, by the affirmative vote of a majority of the directors then in office,provided notice of the proposed alteration, amendment or repeal is contained inthe notice of the meeting.  

                             (b)      Except to theextent required otherwise by law, these Bylaws, or the Articles ofIncorporation, these Bylaws may also be altered, amended or repealed or newBylaws may be adopted at any meeting of the shareholders at which a quorum ispresent or represented by proxy, by the affirmative vote of the holders of amajority of each class of shares entitled to vote thereon, provided notice ofthe proposed alteration, amendment or repeal is contained in the notice of themeeting.

                             (c)      Uponadoption of any new bylaw by the shareholders, the shareholders may provideexpressly that the Board of Directors may not adopt, amend or repeal that bylawor any bylaw on that subject.

                   Section 9:  Construction.  If any portion of theseBylaws shall be invalid or inoperative, then, so far as is reasonable andpossible:  (a) the remainder of these Bylaws shall be considered valid andoperative and (b) effect shall be given to the intent manifested by the portionheld invalid or inoperative.

                   Section 10:  Headings.  The headings are forconvenience of reference only and shall not affect in any way the meaning orinterpretation of these Bylaws.

19

          Theundersigned hereby certifies that he is the Chief Executive Officer of theCorporation and that the foregoing is a complete and accurate copy of thebylaws of Southern First Bancshares, Inc. as of March 18, 2008.  The bylawscontained herein were amended and restated by Resolution as of that date by theCorporation's Board of Directors in compliance with any procedural requirementsof the Corporation's Articles of Incorporation and the laws of the State of South Carolina, and the rules and regulations promulgated thereunder. 

         

                                                                                                                                                                             /s/ R. Arthur Seaver, Jr.             

                                                                                                                                                                              R.Arthur Seaver, Jr.

                                                                                                                                                                             ChiefExecutive Officer

 

                                                                                                                                                                             Date:  March 18, 2008              

    

 

21