BYLAWS OF

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EXHIBIT 3.2

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BYLAWS

GULF COAST BANCORP, INC.

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TABLE OF CONTENTS

Section Caption Page
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ARTICLE I - Meeting of Shareholders............................................ 1

Section 1 Annual Meeting................................................................. 1
Section 2 Special Meetings............................................................... 1
Section 3 Place.......................................................................... 1
Section 4 Notice of Meeting.............................................................. 1
Section 5 Notice of Adjourned Meetings................................................... 2
Section 6 Waiver of Notice............................................................... 2
Section 7 Record Date.................................................................... 2
Section 8 Shareholders' List for Meeting................................................. 2
Section 9 Voting Entitlement of Shares................................................... 3
Section 10 Proxies........................................................................ 3
Section 11 Shareholder Quorum and Voting.................................................. 4
Section 12 Voting Trusts.................................................................. 4
Section 13 Shareholders' Agreements....................................................... 4

ARTICLE II - Directors......................................................... 5

Section 1 General Powers................................................................. 5
Section 2 Qualifications of Directors.................................................... 5
Section 3 Number......................................................................... 5
Section 4 Election and Term.............................................................. 5
Section 5 Vacancy on Board............................................................... 5
Section 6 Removal of Directors by Shareholders........................................... 5
Section 7 Compensation................................................................... 6
Section 8 Presumption of Assent.......................................................... 6
Section 9 Directors' Meetings............................................................ 6
Section 10 Notice of Meetings............................................................. 6
Section 11 Waiver of Notice............................................................... 6
Section 12 Quorum and Voting.............................................................. 6
Section 13 Action by Directors Without a Meeting.......................................... 6
Section 14 Adjournments................................................................... 7
Section 15 Participation by Conference Telephone.......................................... 7

Section Caption Page
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ARTICLE III - Committees....................................................... 7

Section 1 Standing Committees............................................................ 7
Section 2 Audit Committee................................................................ 7
Section 3 Compensation Committee......................................................... 7
Section 4 Other Committees............................................................... 7
Section 5 Alternate Member Vacancies..................................................... 8
Section 6 Prohibited Committee Actions................................................... 8
Section 7 Tenure........................................................................ 9
Section 8 Meetings...................................................................... 9
Section 9 Quorum........................................................................ 9
Section 10 Action Without a Meeting...................................................... 9
Section 11 Procedures.................................................................... 9
Section 12 Limitation.................................................................... 9

ARTICLE IV - Officers.......................................................... 10

Section 1 Officers, Election and Terms of Office......................................... 10
Section 2 Resignation and Removal of Officers............................................ 10
Section 3 Vacancies...................................................................... 10
Section 4 Chief Executive Officer........................................................ 10
Section 5 Chairman of the Board.......................................................... 11
Section 6 Vice Chairman.................................................................. 11
Section 7 President...................................................................... 11
Section 8 Vice President................................................................. 11
Section 9 Secretary...................................................................... 12
Section 10 Treasurer...................................................................... 12
Section 11 Delegation of Duties........................................................... 13

ARTICLE V - Stock Certificates................................................. 13

Section 1 Issuance....................................................................... 13
Section 2 Signatures; Form............................................................... 13
Section 3 Transfer of Stock.............................................................. 13
Section 4 Lost Certificates.............................................................. 14

ARTICLE VI - Indemnification................................................... 14

Section 1 Definitions.................................................................... 14
Section 2 Indemnification of Officers, Directors, Employees
and Agents................................................................. 15

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Section Caption Page
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ARTICLE VII - General Provisions............................................... 18

Section 1 Fiscal Year.................................................................... 18
Section 2 Seal........................................................................... 18
Section 3 Amendment of Bylaws............................................................ 18

CERTIFICATE OF ADOPTION...................................................... 19

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BYLAWS
OF
GULF COAST BANCORP, INC.

ARTICLE I

Meeting of Shareholders

Section 1. Annual Meeting. The annual meeting of the
shareholders of the Corporation shall be held following the end of the
Corporation's fiscal year at such time as shall be determined by the Board of
Directors. The annual meeting shall be held for the election of directors of
the Corporation and the transaction of any business which may be brought before
the meeting. The annual meeting of the shareholders for any year shall be held
no later than thirteen months after the last preceding annual meeting of
shareholders. The failure to hold the annual meeting at the time stated shall
not affect the validity of any corporate action and shall not work a forfeiture
of or dissolution of the Corporation. Annual meetings shall be held at the
Corporation's principal office unless stated otherwise in the notice of the
annual meeting.

Section 2. Special Meetings. Special meetings of the
shareholders shall be held when directed by the Chairman of the Board, the
President, or the Board of Directors, or when requested in writing by the
holders of not less than one-third of all the votes entitled to be cast on any
issue proposed to be considered at the proposed special meeting. Shareholders
should 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. A meeting requested by shareholders shall be called for a date
not less than ten nor more than sixty days after the request is made. The call
for the meeting shall be issued by the Secretary, unless the Chairman of the
Board, the President, the Board of Directors, or shareholders requesting the
calling of the meeting shall designate another person to do so.

Section 3. Place. Meetings of shareholders may be held either
within or without the State of Florida. Unless otherwise directed by the Board
of Directors, meetings of the shareholders shall be held at the principal
offices of the Corporation in the State of Florida.

Section 4. Notice of Meeting. The Corporation shall notify
shareholders in writing of the date, time, and place of each annual and special
shareholders' meeting no fewer than ten or more than sixty days before the
meeting date. Notice of a shareholders' meeting may be communicated or
delivered to any shareholder in person, or by teletype, telegraph or other form
of electronic communication, or by mail, by or at the direction of the Chairman
of the Board, the President, the Secretary, or the officer or persons calling
the meeting. If notice is mailed, it 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.

Section 5. Notice of Adjourned Meetings. When an annual or
special shareholders' meeting is adjourned to a different date, time or place,
notice need not be given of the new date, time or place if the new date, time
or place is announced at the meeting before an adjournment is taken, and any
business may be transacted at the adjourned meeting that might have been
transacted on the original date of the meeting. If, however, after the
adjournment the Board of Directors fixes a new record date for the adjourned
meeting, a notice of the adjourned meeting must be given to persons who are
shareholders as of the new record date who are entitled to notice of the
meeting.

Section 6. Waiver of Notice. A shareholder may waive any
notice required by the Articles of Incorporation or Bylaws before or after the
date and time stated in the notice. The waiver must be in writing, be signed by
the shareholder entitled to the notice, and be delivered to the Corporation for
inclusion in the minutes or filing with the corporate records. Attendance by a
shareholder at a meeting waives objection to lack of notice or defective notice
of the meeting, unless the shareholder at the beginning of the meeting objects
to holding the meeting or transacting business at the meeting.

Section 7. Record Date. For the purpose of determining the
shareholders entitled to notice of a shareholders' meeting, to demand a special
meeting, to vote, or to take any other action, the Board of Directors may fix
the record date for any such determination of shareholders.

The record date for determining shareholders entitled to
demand a special meeting is the date the first shareholder delivers his demand
to the Corporation. The record date for determining shareholders entitled to
take action without a meeting is the date the first signed written consent is
delivered to the Corporation under Section 4 of this Article. A record date for
purposes of this Section may not be more than seventy days before the meeting
or action requiring a determination of shareholders.

If the stock transfer books are not closed and no record date
is fixed for the determination of shareholders entitled to notice or to vote at
a meeting of shareholders, or shareholders entitled to receive payment of a
dividend, the date on which notice of the meeting is mailed or the date on
which the resolution of the Board of Directors declaring such dividend is
adopted, as the case may be, shall be the record date for such determination of
shareholders.

When a determination of shareholders entitled to vote at any
meeting of shareholders has been made as provided in this Section, such
determination shall apply to any adjournment thereof, unless the Board of
Directors fixes a new record date for the adjourned meeting.

Section 8. Shareholders' List for Meeting. After fixing a
record date for a meeting, the Corporation shall prepare an alphabetical list
of the names of all its shareholders who are entitled to notice of a
shareholders' meeting, arranged by voting group with the address of,

and the number and class and series, if any, of shares held by each. The
shareholders' list shall be available for inspection by any shareholder for a
period of ten days prior to the meeting or such shorter time as exists between
the record date and the meeting and continuing through the meeting at the
Corporation's principal office, at a place identified in the meeting notice in
the city where the meeting will be held, or at the office of the Corporation's
transfer agent or registrar. A shareholder or his agent or attorney is entitled
on written demand to inspect the list, during regular business hours and at the
shareholder's expense, during the period it is available for inspection.

The Corporation shall make the shareholders' list available
at the meeting, and any shareholder or his agent or attorney is entitled to
inspect the list at any time during the meeting or any adjournment.

Section 9. Voting Entitlement of Shares. Except as provided
otherwise in the Articles of Incorporation or herein, each outstanding share,
regardless of class, is entitled to one vote on each matter submitted to vote
at a meeting of the shareholders. Shares standing in the name of another
corporation, domestic or foreign, may be voted by such officer, agent, or proxy
as the bylaws of the corporate shareholder may prescribe or, in the absence of
any applicable provision, by such person as the board of directors of the
corporate shareholder may designate. In the absence of any such designation or
in case of conflicting designation by the corporate shareholder, the Chairman
of the Board, the President, any Vice President, the Secretary, and the
Treasurer of the corporate shareholder, in that order, shall be presumed to be
fully authorized to vote such shares.

Shares entitled to vote which are held by an administrator,
executor, guardian, personal representative, or conservator may be voted by
him, either in person or by proxy, without a transfer of such shares into his
name. Shares standing in the name of a trustee may be voted by him, either in
person or by proxy, but no trustee shall be entitled to vote shares held by him
without a transfer of such shares into his name or the name of his nominee.

Shares held by or under the control of a receiver, a trustee
in bankruptcy proceedings, or an assignee for the benefit of creditors may be
voted by him without the transfer thereof into his name.

Nothing herein contained shall prevent trustees or other
fiduciaries holding shares registered in the name of a nominee from causing
such shares to be voted by such nominee as the trustee or other fiduciary may
direct. Such nominee may vote shares as directed by a trustee or other
fiduciary without the necessity of transferring the shares to the name of the
trustee or other fiduciary.

Section 10. Proxies. A shareholder, other person entitled
to vote on behalf of a shareholder pursuant to law, or attorney in fact, may
vote the shareholder's shares in person or by proxy.

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A shareholder may appoint a proxy to vote or otherwise act
for him by signing an appointment form, either personally or by his attorney in
fact. An executed telegram or cablegram appearing to have been transmitted by
such person, or a photographic, photostatic, telecopy or equivalent
reproduction of an appointment form is a sufficient appointment form. An
appointment of a proxy is effective when received by the Secretary or other
officer authorized to tabulate votes and is valid for up to eleven months
unless a longer period is expressly provided in the appointment form.

The death or incapacity of a shareholder appointing a proxy
does not affect the right of the Corporation to accept the proxy's authority
unless notice of the death or incapacity is received by the Secretary or other
officer or agent authorized to tabulate votes before the proxy exercises his
authority under the appointment.

Section 11. Shareholder Quorum and Voting. A majority of the
votes entitled to be cast on the matter by the voting group, constitutes a
quorum of that voting group at a meeting of shareholders. If a quorum exists,
action on a matter (other than the election of directors) by a voting group is
approved if the votes cast within the voting group favoring the action exceed
the votes cast opposing the action, unless the Articles of Incorporation or
applicable law requires a greater number of affirmative votes. After a quorum
has been established at a shareholders' meeting, a subsequent withdrawal of
shareholders, so as to reduce the number of shares entitled to vote at the
meeting below the number required for a quorum, shall not affect the validity
of any action taken at the meeting or any adjournment thereof.

Section 12. Voting Trusts. One or more shareholders may
create a voting trust, conferring on a trustee the right to vote or otherwise
act for them, by signing an agreement setting out the provisions of the trust
(which may include anything consistent with its purpose) and transferring their
shares to the trustee. When a voting trust agreement is signed, the trustee
shall prepare a list of the names and addresses of all owners of beneficial
interests in the trust, together with the number and class of shares each
transferred to the trust, and deliver copies of the list and agreement to the
Corporation's principal office. After filing a copy of the list and agreement
in the Corporation's principal office, such copy shall be open to inspection by
any shareholder of the Corporation or any beneficiary of the trust under the
agreement during business hours.

A voting trust is valid for not more than ten years after its
effective date, provided that all or some of the parties to a voting trust may
extend it for additional terms of not more than ten years each by signing an
extension agreement and obtaining the voting trustee's written consent to the
extension. An extension is valid for the period set forth therein, up to ten
years, from the date the first shareholder signs the extension agreement. The
voting trustee must deliver copies of the extension agreement and list of
beneficial owners to the Corporation's principal office. An extension agreement
binds only those parties signing it.

Section 13. Shareholders' Agreements. Two or more
shareholders may provide for the manner in which they will vote their shares by
signing an agreement for that purpose.

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When a shareholders' agreement is signed, the shareholders parties thereto
shall deliver copies of the agreement to the Corporation's principal office.
After filing a copy of the agreement in the Corporation's principal office,
such copy shall be open to inspection by any shareholder of the Corporation, or
any party to the agreement during business hours.

ARTICLE II

Directors

Section 1. General Powers. All corporate powers shall be
exercised by or under the authority of, and the business and affairs of the
Corporation shall be managed under the direction of its Board of Directors.

Section 2. Qualifications of Directors. Directors must be
natural persons who are eighteen years of age or older but need not be
residents of this state or shareholders of the Corporation.

Section 3. Number. The Board of Directors of the Corporation
as of the date of adoption of these Bylaws shall consist of nine members. The
number of directors may be increased or decreased from time to time by action
of the Board of Directors, but no decrease shall have the effect of shortening
the terms of any incumbent director. Directors are elected at each annual
meeting of shareholders.

Section 4. Election and Term. The Board of Directors shall be
divided into three classes as nearly equal in number as possible with a term of
office of one class expiring each year. At the first annual meeting of
shareholders following the effective date of the Articles of Incorporation,
directors of the first class shall be elected to hold office for a term
expiring at the next succeeding annual meeting, directors of the second class
shall be elected to hold office for a term expiring at the second succeeding
annual meeting, and directors of the third class shall be elected to hold
office for a term expiring at the third succeeding annual meeting, and, with
respect to directors of each class, until their respective successors are
elected and qualified. At each subsequent annual meeting of shareholders,
directors elected to succeed those whose terms are expiring shall be elected
for a term of office to expire at the third succeeding annual meeting of
shareholders and when their respective successors are elected and qualified.

Section 5. Vacancy on Board. Any vacancy occurring on the
Board of Directors, including a vacancy from an increase in the number of
directors, may be filled by the affirmative vote of a majority of the remaining
directors, though less than a quorum of the Board of Directors. A director
elected to fill a vacancy shall hold office only until the next election of
directors by the shareholders.

Section 6. Removal of Directors by Shareholders. The
shareholders may remove one or more directors with or without cause. A director
may be so removed by the shareholders

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at a meeting of shareholders, provided the notice of the meeting states that
the purpose, or one of the purposes, of the meeting is removal of the director
with cause.

Section 7. Compensation. The Board of Directors shall have
authority to fix the compensation of directors.

Section 8. Presumption of Assent. A director of the
Corporation who is present at a meeting of the Board of Directors at which
action on any corporate matter is taken shall be presumed to have assented to
the action taken unless such director votes against such action or abstains
from voting in respect thereto because of an asserted conflict of interest.

Section 9. Directors' Meetings. The Board of Directors may
hold regular or special meetings in or out of the state. Meetings of the Board
of Directors may be called at any time by the Chairman of the Board, by the
President, or by directors constituting at least one-fourth of the full Board
of Directors.

Section 10. Notice of Meetings. Regular meetings of the Board
of Directors may be held without notice of the date, time, place or purpose of
the meetings. Special meetings of the Board of Directors must be preceded by at
least two days' notice of the date, time and place of the meeting. Neither the
business to be transacted at, nor the purpose of, any regular or special
meeting of the Board of Directors need be specified in the notice or waiver of
notice of such meeting.

Section 11. Waiver of Notice. Notice of a meeting of the
Board of Directors need not be given to any director who signs a waiver of
notice either before or after the meeting. Attendance of a director at a
meeting shall constitute a waiver of notice of such meeting and waiver of any
and all objections to the place of the meeting, the time of the meeting, or the
manner in which it has been called or convened, except when a director states,
at the beginning of the meeting or promptly upon arrival at the meeting, any
objection to the transaction of business because the meeting is not lawfully
called or convened.

Section 12. Quorum and Voting. A majority of the number of
directors fixed by these Bylaws shall constitute a quorum for the transaction
of business. If a quorum is present when a vote is taken, the affirmative vote
of a majority of directors present is the act of the Board of Directors.

Section 13. Action by Directors Without a Meeting. Any action
required or permitted by law to be taken at a Board of Directors' meeting or
committee meeting may be taken without a meeting if action is taken by all
members of the Board or the committee. The action must be evidenced by one or
more written consents describing the action taken and signed by each director
or committee member. Action taken shall be effective when the last director
signs the consent, unless the consent specifies a different effective date. The
consent signed shall have the effect of a meeting vote and may be described as
such in any document.

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Section 14. Adjournments. A majority of the directors
present, whether or not a quorum exists, may adjourn any meeting of the Board
of Directors to another time and place. Notice of any such adjourned meeting
shall be given to the directors who were not present at the time of the
adjournment and, unless the time and place of the adjourned meeting are
announced at the time of the adjournment, to the other directors.

Section 15. Participation by Conference Telephone. Members of
the Board of Directors may participate in a meeting of such Board by means of a
conference telephone or similar communications equipment by which all persons
participating in the meeting can hear each other at the same time.
Participation by such means shall constitute presence in person at a meeting.

ARTICLE III

Board Committees

Section 1. Standing Committees. The Board of Directors
shall have and maintain as standing committees of the Board an Audit Committee
and a Compensation Committee. The Board of Directors shall at the annual
meeting following the Corporation's annual meeting of shareholders and may at
such other times as the Board may determine, elect the members of each such
committee, all of whom shall be directors of the Corporation, designate one of
the members of each such committee as chairman of the committee, and prescribe
the duties of each committee, which duties shall be consistent with these
Bylaws.

Section 2. Audit Committee. The Audit Committee shall
consist of not less than four directors, none of whom shall be officers or
employees of the Corporation or any direct or indirect subsidiary or affiliate
of the Corporation. The Audit Committee shall select and approve the terms and
scope of engagement of the independent certified accountants of the Corporation
and shall have such other duties as may from time to time be prescribed by the
Board of Directors. The independent auditor of the Corporation, if any, shall
report directly to the Audit Committee.

Section 3. Compensation Committee. The Compensation
Committee shall consist of not less than four directors, none of whom shall be
officers or employees of the Corporation or any direct or indirect subsidiary
or affiliate of the Corporation. The Compensation Committee shall serve as the
Board committee responsible for administering any compensation and benefit
plans of the Corporation and shall have such other duties as may from time to
time be prescribed by the Board of Directors.

Section 4. Other Committees. The Board of Directors may by
resolution establish such other committees composed of directors as they may
determine to be necessary or appropriate for the conduct of the business of the
Corporation and may prescribe the composition, duties, and procedures thereof.

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Section 5. Alternate Member Vacancies. The Board
of Directors may designate one or more directors as alternate members of any
committee, and such alternate members may act in the place and stead of any
absent member or members at any meeting of such committee. The Board of
Directors may fill any vacancy or vacancies occurring in any committee.

Section 6. Prohibited Committee Actions.
Notwithstanding any other provision of these Bylaws, no committee of the Board
of Directors shall have the authority to:

(a) Approve or recommend to shareholders actions or
proposals required by law, the Articles of Incorporation, or these Bylaws to be
approved by the shareholders.

(b) Fill vacancies on the Board of Directors or any
committee thereof.

(d) Authorize or approve the reacquisition of any
shares of capital stock of the Corporation unless pursuant to a general formula
or method specified by the Board of Directors.

(e) Authorize or approve the issuance or sale or
contract for the sale of shares of capital stock, or determine the designation
and relative rights, preferences, and limitations of a voting group except that
the Board of Directors may authorize a committee (or a senior executive officer
of the Corporation) to do so within limits specifically prescribed by the Board
of Directors.

(f) Declare any dividend or distribution on the
capital stock of the Corporation, whether in cash or in kind.

(g) Authorize or approve any stock split, reverse
stock split, or other recapitalization of any class of capital stock of the
Corporation.

(h) Authorize or approve any agreement or plan
providing for a merger, acquisition, consolidation, or other business
combination involving the Corporation.

(i) Authorize or approve the sale of all or
substantially all of the assets of the Corporation.

(j) Authorize or approve any transaction in which
any member of such committee has any material beneficial interest.

(k) Authorize or approve any action described in
Article II, Section 16, of these Bylaws. (l) Repeal or revoke any of the
foregoing.

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Section 7. Tenure. Each committee member shall
hold office until the next annual meeting of the Board of Directors following
his appointment and until a successor is designated, provided that any member
of a committee may be removed at any time with or without cause by resolution
adopted by a majority of the full Board of Directors. Any member of a committee
may resign from the committee at any time by giving written notice to the
Chairman of the Board or Secretary of the Corporation. Unless otherwise
specified therein, such resignation shall take effect upon receipt and
acceptance of such resignation shall not be necessary to make it effective.

Section 8. Meetings. Regular meetings of a committee
may be held without notice at such times and places as the committee or the
Board of Directors may fix from time to time by resolution. Special meetings of
a committee may be called by the Chairman of the Board, by the President, by
the Chairman of the Committee, or by a majority of the members of the
committee. Special meetings of a committee must be preceded by at least 24
hours notice of the date, time and place of the meeting. Neither the business
to be transacted at, nor the purpose of, any regular or special meeting of the
committee need be specified in the notice or waiver of notice of such meeting.
Notice of a meeting of a committee need not be given to any member who signs a
waiver of notice either before or after the meeting. Attendance of a member at
a committee meeting shall constitute a waiver of notice of such meeting and
waiver of any and all objections to the place of the meeting, the time of the
meeting, or the manner in which it has been called or convened, except when a
director states, at the beginning of the meeting or promptly upon arrival at
the meeting, any objection to the transaction of business because the meeting
is not lawfully called or convened.

Section 9. Quorum. A majority of the members of a
committee shall constitute a quorum for the transaction of business at any
meeting thereof, and action by the committee must be authorized by the
affirmative vote of a majority of the members at the meeting at which such
action is taken.

Section 10. Action Without a Meeting. Any action
required or permitted to be taken by a committee at a meeting may be taken
without a meeting if a consent in writing, setting forth the action so taken,
shall be signed by all of the members of the committee.

Section 11. Procedures. Each committee may fix its
own rules of procedure which shall not be inconsistent with law or the Articles
of Incorporation or Bylaws of the Corporation, and shall keep regular minutes
of its proceedings and report the same to the Board of Directors at the Board
meeting next following the date the proceedings shall have occurred.

Section 12. Limitation. Neither the designation
of any committee of the Board of Directors, the delegation thereto of authority,
nor any action by such committee pursuant to such authority shall alone
constitute compliance by any member of the Board of Directors not

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a member of the committee in question with his responsibility to act in good
faith, in a manner he or she reasonably believes to be in the best interest of
the Corporation, and with such care as an ordinarily prudent person in a like
position would use under similar circumstances.

ARTICLE IV

Officers

Section 1. Officers, Election and Terms of Office.
The principal officers of the Corporation shall consist of a Chief Executive
Officer (who shall also be the Chairman of the Board of the Corporation), a
Chairman of the Board, one or more Vice Chairmen of the Board (one of whom
shall also be the President of the Corporation), a President, one or more Vice
Presidents, a Secretary, and a Treasurer, each of whom shall be elected by the
Board of Directors at the first meeting of directors immediately following the
annual meeting of shareholders of the Corporation, and shall hold his or her
respective office from the date of the meeting at which elected until the time
of the next succeeding meeting of the Board following the annual meeting of the
shareholders. The Board of Directors shall have the power to elect or appoint,
for such term as it may see fit, such other officers and assistant officers and
agents as it may deem necessary, and to prescribe such duties for them to
perform as it may deem advisable. Any two or more offices may be held by the
same person. Failure to elect a Chairman of the Board, Vice Chairman of the
Board, President, Vice President, Secretary or Treasurer shall not affect the
existence of the Corporation.

Section 2. Resignation and Removal of Officers. An
officer may resign at any time by delivering notice to the Corporation. A
resignation is effective when the notice is delivered unless the notice
specifies a later effective date. If a resignation is made effective at a later
date and the Corporation accepts the future effective date, the Board of
Directors may fill the pending vacancy before the effective date if the Board
of Directors provides that the successor does not take office until the
effective date.

The Board of Directors may remove any officer at any
time with or without cause. Any officer or assistant officer, if appointed by
another officer, may likewise be removed by such officer. Removal of any
officer shall be without prejudice to the contract rights, if any, of the
person so removed; however, election or appointment of an officer or agent
shall not of itself create contract rights.

Section 3. Vacancies. Any vacancy, however
occurring, in any office may be filled by the Board of Directors.

Section 4. Chief Executive Officer. The Board of
Directors shall designate the Chairman of the Board as its Chief Executive
Officer. The Chief Executive Officer shall preside at all meetings of the
shareholders of the Corporation. Such person shall serve as the

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Chief Executive Officer of the Corporation and, subject to the provisions of
these Bylaws and any limitations imposed by the Board of Directors, shall have
general charge of the business, affairs, and property of the Corporation and
general supervision over its other officers, agents, and employees. The Chief
Executive Officer shall have the power and authority to execute contracts,
deeds, notes, mortgages, bonds, and other instruments and documents in the name
of the Corporation and on its behalf, subject, however, to any limitations
imposed by the Board of Directors. The Chief Executive Officer shall report to
the Board of Directors. Unless otherwise expressly provided by the Board of
Directors, the Chief Executive Officer shall perform the duties and exercise
the powers of the Chairman of the Board and the President during any absence or
disability of such officer.

Section 5. Chairman of the Board. The Board of
Directors shall appoint, by the affirmative vote of at least two-thirds of the
full Board of Directors, one of its members to be Chairman of the Board. The
Chairman of the Board shall preside at all meetings of the Board of Directors
and shall generally have and perform such other duties as may from time to time
be conferred or assigned by the Board of Directors.

Section 6. Vice Chairman. The Board of Directors
shall appoint one or more of its members to be Vice Chairmen of the Board, one
of whom shall be the President. In the absence of the Chairman, the Vice
Chairman (in such order of seniority as may be determined by the Board of
Directors, if any) shall preside at any meeting of the shareholders and the
Board of Directors, unless the Board of Directors shall designate a Chairman
Pro Tem for such purposes. The Vice Chairman shall have the power and authority
to execute contracts, deeds, notes, mortgages, bonds, and other instruments and
documents in the name of the Corporation and on its behalf, subject, however,
to any limitations imposed by the Board of Directors. The Vice Chairman of the
Board shall also have and may exercise such further executive powers and duties
as from time to time may be conferred upon or assigned by the Board of
Directors or, in the absence of such action by the Board, by the Chief
Executive Officer. The Vice Chairman shall report to the Chief Executive
Officer.

Section 7. President. Subject to the provisions of
these Bylaws and any limitations imposed by the Board of Directors, the
President shall have such general executive powers as usually pertain to such
office or as may be properly required by the Board of Directors. The President
shall have the power and authority to sign certificates evidencing the capital
stock of the Corporation and execute contracts, deeds, notes, mortgages, bonds,
and other instruments and documents in the name of the Corporation and on its
behalf, subject, however, to any limitations imposed by the Board of Directors.
The President shall report to the Chief Executive Officer. The President shall,
unless otherwise expressly provided by the Board of Directors, perform the
duties and exercise the powers of the Chief Executive Officer during any
disability of the Chief Executive Officer.

Section 8. Vice President. One or more Vice
Presidents may be designated by that title or such additional title or titles
as the Board of Directors may determine. A Vice

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President shall have the powers and perform such duties as may be delegated to
such Vice President by the Board of Directors, or, in the absence of such
action by the Board, then by the Chief Executive Officer, the Chairman of the
Board or the President. Each Executive Vice President will report to the
President and Chief Executive Officer. A Vice President (in such order of
seniority as may be determined by the Board of Directors, if any) shall, except
as may be expressly limited by action of the Board of Directors, perform the
duties and exercise the powers of the President during the absence or
disability of the President. Each Vice President shall at all times have the
power to sign all certificates of stock, execute all contracts, deeds, notes,
mortgages, bonds and other instruments and documents in the name of the
Corporation and on its behalf, subject to any limitations imposed by the Board
of Directors. A Vice President also shall have such powers and perform such
duties as usually pertain to such office or as may be properly required by the
Board of Directors.

Section 9. Secretary. The Secretary shall keep the
minutes of all meetings of the shareholders and the Board of Directors in a
book or books to be kept for such purposes, and also, when so requested, the
minutes of all meetings of committees in a book or books to be kept for such
purposes. The Secretary shall attend to giving and serving of all notices, and
such Secretary shall have charge of all books and papers of the Corporation,
except those hereinafter directed to be in charge of the Treasurer, or except
as otherwise expressly directed by the Board of Directors. The Secretary shall
keep the stock certificate book or books. The Secretary shall be the custodian
of the seal of the Corporation. The Secretary shall sign with the Chief
Executive Officer all certificates of stock as the Secretary of the Corporation
and as Secretary affix or cause to be affixed thereto the seal of the
Corporation. The Secretary may sign as Secretary of the Corporation, with the
President in the name of the Corporation and on its behalf, all contracts,
deeds, mortgages, bonds, notes and other papers, instruments and documents,
except as otherwise expressly provided by the Board of Directors, and as such,
the Secretary shall affix the seal of the Corporation thereto when required
thereby. Under the direction of the Board of Directors, the Chairman of the
Board, any Vice Chairman of the Board, or the President, the Secretary shall
perform all the duties usually pertaining to the office of Secretary or the
Chief Executive Officer, and such Secretary shall perform such other duties as
may be prescribed by the Board of Directors. If at any time any person or
persons shall be designated as an Assistant Secretary of the Corporation, the
Secretary may delegate to such Assistant Secretary such duties and powers as
the Secretary may deem proper.

Section 10. Treasurer. The Treasurer shall have
the custody of all the funds and securities of the Corporation except as may be
otherwise provided by the Board of Directors, and the Treasurer shall make such
disposition of the funds and other assets of the Corporation as such Treasurer
may be directed by the Board of Directors. The Treasurer shall keep or cause to
be kept a record of all money received and paid out, and all vouchers and
receipts given therefor, and all other financial transactions of the
Corporation. The Treasurer shall have general charge of all financial books,
vouchers and papers belonging to the Corporation or pertaining to its business.
The Treasurer shall perform such other duties as are usually incident by law or
otherwise to the office of the Treasurer, and as such Treasurer may be directed
or

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required by the Board of Directors or the Chief Executive Officer. If at any
time any person shall be designated as Comptroller of the Corporation, the
Treasurer may delegate to such Comptroller such duties and powers as the
Treasurer may deem proper.

Section 10. Delegation of Duties. In the case of
the absence or disability of any officer of the Corporation, or in case of a
vacancy in any office or for any other reason that the Board of Directors may
deem sufficient, the Board of Directors, except as otherwise provided by law,
may delegate the powers or duties of any officer during the period of such
officer's absence or disability to any other officer or to any director.

ARTICLE V

Stock Certificates

Section 1. Issuance. Every holder of shares in the
Corporation shall be entitled to have a certificate, representing all shares to
which such holder is entitled. No certificate shall be issued for any share
until such share is fully paid.

Section 2. Signatures: Form. Certificates
representing shares in the Corporation shall be signed by the President or a
Vice President and the Secretary or an Assistant Secretary and may be sealed
with the seal of the Corporation or a facsimile thereof. The signatures of the
President and the Secretary may be facsimiles if the certificate is manually
signed on behalf of a transfer agent or a registrar, other than the Corporation
itself or an employee of the Corporation. In case any officer who signed or
whose facsimile signature has been placed upon such certificate shall have
ceased to be such officer before such certificate is issued, it may be issued
by the Corporation with the same effect as if such person were such officer at
the date of its issuance.

Every certificate representing shares which are
restricted as to the sale, disposition or other transfer of such shares shall
state that such shares are restricted as to transfer and shall set forth or
fairly summarize such restrictions upon the certificate. Alternatively, each
certificate may state conspicuously that the Corporation will furnish to any
shareholder upon request and without charge a full statement of such
restrictions.

Section 3. Transfer of Stock. Shares of stock of
the Corporation shall be transferred on the books of the Corporation only upon
surrender to the Corporation of the certificate or certificates representing
the shares to be transferred accompanied by an assignment in writing of such
shares properly executed by the shareholder of record or his duly authorized
attorney in fact and with all taxes on the transfer having been paid. The
Corporation may refuse any requested transfer until furnished evidence
satisfactory to it that such transfer is proper. Upon the surrender of a
certificate for transfer of stock, such certificate shall be marked on its face
"Canceled." The Board of Directors may make such additional rules concerning
the issuance, transfer and registration of stock as it deems appropriate.

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If any holder of any stock of the Corporation shall
have entered into an agreement with any other holder of any stock of the
Corporation or with the Corporation, or both, relating to a sale or sales or
transfer of any shares of stock of the Corporation, or wherein or whereby any
restriction or condition is imposed or placed upon or in connection with the
sale or transfer of any share of stock of the Corporation, and if a duly
executed or certified copy thereof shall have been filed with the Secretary of
the Corporation, none of the shares of stock covered by such agreement or to
which it relates, of any such contracting shareholder, shall be transferred
upon the books of the Corporation until there has been filed with the Secretary
of the Corporation evidence satisfactory to the Secretary of the Corporation of
compliance with such agreement, and any evidence of any kind or quality, of
compliance with the terms of such agreement which the Secretary deems
satisfactory or sufficient shall be conclusive upon all parties interested;
provided, however, that neither the Corporation nor any director, officer,
employee or transfer agent thereof shall be liable for transferring or
effecting or permitting the transfer of any such shares of stock contrary to or
inconsistent with the terms of any such agreement, in the absence of proof of
willful disregard thereof or fraud, bad faith or gross negligence on the part
of the party to be charged; provided, further, that the certificate of the
Secretary, under the seal of the Corporation, bearing the date of its issuance
by the Secretary, certifying that such an agreement is or is not on file with
the Secretary, shall be conclusive as to such fact so certified for a period of
five days from the date of such certificate, with respect to the rights of any
innocent purchaser or transferee for value of any such shares without actual
notice of the existence of any restrictive agreement.

Section 4. Lost Certificates. Any shareholder
claiming a certificate of stock to be lost or destroyed shall make affidavit or
affirmation of the fact and the fact that such shareholder is the owner and
holder thereof, and give notice of the loss or destruction of same in such
manner as the Board of Directors may require, and shall give the Corporation a
bond of indemnity in form, and with one or more sureties satisfactory to the
Board of Directors, payable as may be required by the Board of Directors to
protect the Corporation and any person injured by the issuance of the new
certificate from any liability or expense which it or they may incur by reason
of the original certificate remaining outstanding, whereupon the President or a
Vice President and the Secretary or an Assistant Secretary may cause to be
issued a new certificate in the same tenor as the one alleged to be lost or
destroyed, but always subject to approval of the Board of Directors.

ARTICLE VI

Indemnification

Section 1. Definitions. For purposes of this
Article VI, the following terms shall have the meanings hereafter ascribed to
them:

(a) "agent" includes a volunteer.

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(b) "Corporation" includes, in addition to the
resulting corporation, any constituent corporation (including any constituent
of a constituent) absorbed in a consolidation or merger, so that any person who
is or was a director, officer, employee, or agent of a constituent corporation,
or is or was serving at the request of a constituent corporation as a director,
officer, employee, or agent of another corporation, partnership, joint venture,
trust or other enterprise, is in the same position with respect to the
resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.

(d) "liability" includes obligations to pay a
judgment, settlement, penalty, fine (including an excise tax assessed with
respect to any employee benefit plan), and expenses actually and reasonably
incurred with respect to a proceeding.

(e) "proceeding" includes any threatened, pending,
or completed action, suit, or other type of proceeding, whether civil,
criminal, administrative, or investigative and whether formal or informal.

(f) "serving at the request of the Corporation"
includes any service as a director, officer, employee, or agent of the
Corporation that imposes duties on such persons, including duties relating to
an employee benefit plan and its participants or beneficiaries.

(f) "not opposed to the best interest of the
Corporation" describes the actions of a person who acts in good faith and in a
manner he reasonably believes to be in the best interests of the participants
and beneficiaries of an employee benefit plan.

(g) "other enterprises" includes employee benefit
plans.

Section 2. Indemnification of Officers, Directors,
Employees and Agents.

(a) The Corporation shall have power to indemnify
any person who was or is a party to any proceeding (other than an action by, or
in the right of, the Corporation), by reason of the fact that he is or was a
director, officer, employee, or agent of the Corporation or is or was serving
at the request of the Corporation as a director, officer, employee, or agent of
another corporation, partnership, joint venture, trust, or other enterprise
against liability incurred in connection with such proceeding, including any
appeal thereof, if he acted in good faith and in a manner he reasonably
believed to be in, or not opposed to, the best interests of the Corporation
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. The termination of any proceeding by
judgment, order, settlement, or conviction or upon a plea of nolo contendere or
its equivalent shall not, of itself, create a presumption that the person did
not act in good faith and in a manner which he reasonably believed to be in, or
not opposed to, the best interests of the Corporation or, with respect to any
criminal action or proceeding, had reasonable cause to believe that his conduct
was unlawful.

(b) The Corporation shall have power to indemnify
any person, who was or is a party to any proceeding by or in the right of the
Corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the Corporation or is or was
serving at the request of the Corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust, or other
enterprise, against expenses and amounts paid in settlement not exceeding, in
the judgment of the Board of Directors, the estimated expense of litigating the
proceeding to conclusion, actually and reasonably incurred in connection with
the defense or settlement of such proceeding, including any appeal thereof.
Such indemnification shall be authorized if such person acted in good faith and
in a manner he reasonably believed to be in, or not opposed to, the best
interests of the Corporation, except that no indemnification shall be made in
respect of any claim, issue, or matter as to which such person shall have been
adjudged to be liable unless, and only to the extent that, the court in which
such proceeding was brought, or any other court of competent jurisdiction,
shall determine upon application that, despite the adjudication of liability
but in view of all circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which such court shall deem
proper.

(c) To the extent that a director, officer,
employee, or agent of the Corporation has been successful on the merits or
otherwise in the defense of any proceeding referred to in subsection (a) or
subsection (b), or in the defense of any claim, issue, or matter therein, he
shall be indemnified against expenses actually and reasonably incurred by him
in connection therewith.

(d) Any indemnification under subsection (a) or
subsection (b), unless pursuant to a determination by a court, shall be made by
the Corporation only as authorized in the specific case upon a determination
that indemnification of the director, officer, employee, or agent is proper in
the circumstances because he has met the applicable standard of conduct set
forth herein. Such determination shall be made:

1. By the Board of Directors by a majority
vote of a quorum consisting of directors who are not parties to such
proceeding;

2. If such a quorum is not obtainable or,
even if obtainable, by majority vote of a committee duly designated by the
Board of Directors (in which directors who are parties may participate)
consisting solely of two or more directors not at the time parties to the
proceeding;

3. By independent legal counsel:

a. Selected by the Board of
Directors prescribed in subsection (d)(1) or the committee prescribed in
subsection (d)(2);

b. If a quorum of the directors
cannot be obtained for subsection (d)(1) and a committee cannot be designated
for subsection (d)(2), selected by majority vote of the full Board of Directors
(in which directors who are parties may participate); or

4. By the shareholders by a majority vote
of a quorum consisting of shareholders who were not parties to such proceeding
or, if no such quorum is obtainable, by a majority vote of shareholders who
were not parties to such proceeding.

(e) Evaluation of the reasonableness of expenses and
authorization of indemnification shall be made in the same manner as the
determination that indemnification is permissible. However, if the
determination of permissibility is made by independent legal counsel, persons
designated by independent legal counsel shall evaluate the reasonableness of
expenses and may authorize indemnification.

(f) Expenses incurred by an officer or director in
defending a civil or criminal proceeding may be paid by the Corporation in
advance of the final disposition of such proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
he is ultimately found not to be entitled to indemnification by the Corporation
pursuant to this section. Expenses incurred by other employees and agents may
be paid in advance upon such terms or conditions that the Board of Directors
deems appropriate.

(g) The indemnification and advancement of expenses
provided pursuant to this Article are not exclusive, and the Corporation may
make any other or further indemnification or advancement of expenses of any of
its directors, officers, employees, or agents, under any bylaw, agreement, vote
of shareholders, or disinterested directors, or otherwise, both as to action in
his official capacity and as to action in another capacity while holding such
office. However, indemnification or advancement of expenses shall not be made
to or on behalf of any director, officer, employee, or agent if a judgment or
other final adjudication establishes that his actions, or omissions to act,
were material to the cause of action so adjudicated and constitute:

1. A violation of the criminal law, unless
the director, officer, employee, or agent had reasonable cause to believe his
conduct was lawful or had no reasonable cause to believe his conduct was
unlawful;

2. A transaction from which the director,
officer, employee, or agent derived an improper personal benefit;

3. In the case of a director, a
circumstance under which the liability provisions of Section 607.0834, Florida
Statutes, are applicable; or

4. Willful misconduct or a conscious
disregard for the best interests of the Corporation in a proceeding by or in
the right of the Corporation to procure a judgment in its favor or in a
proceeding by or in the right of a shareholder.

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(h) Indemnification and advancement of expenses as
provided in this Article shall continue as, unless otherwise provided when
authorized or ratified, to a person who has ceased to be a director, officer,
employee, or agent and shall inure to the benefit of the heirs, executors, and
administrators of such a person, unless otherwise provided when authorized or
ratified.

(i) Notwithstanding the failure of the Corporation
to provide indemnification, and despite any contrary determination of the Board
of Directors or of the shareholders in the specific case, a director, officer,
employee or agent of the Corporation who is or was a party to a proceeding may
apply for indemnification or advancement of expenses, or both, to the court
conducting the proceeding, to the Circuit Court, or to another court of
competent jurisdiction. On receipt of an application, the court, after giving
any notice that it considers necessary, may order indemnification and
advancement of expenses, including expenses incurred in seeking court-ordered
indemnification or advancement of expenses, if it determines that:

1. The director, officer, employee or agent
is entitled to mandatory indemnification, in which case the court shall also
order the Corporation to pay the director reasonable expenses incurred in
obtaining court-ordered indemnification or advancement of expenses;

2. The director, officer, employee or
agent is entitled to indemnification or advancement of expenses, or both, by
virtue of the exercise by the Corporation of its power; or

3. The director, officer, employee or
agent is fairly and reasonably entitled to indemnification or advancement of
expenses, or both, in view of all the relevant circumstances, regardless of
whether such person met the standard of conduct set forth herein.

ARTICLE VII

General Provisions

Section 1. Fiscal Year. The fiscal year of the Corporation
shall begin on the first day of January and end on the last day of December in
each year.

Section 2. Seal. The Board of Directors in its discretion
may adopt a seal for the Corporation in such form as may be determined from
time to time by the Board of Directors.

Section 3. Amendment of Bylaws. The Board of Directors shall
have the power to appeal, alter, amend, and rescind these Bylaws.

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CERTIFICATE OF ADOPTION

I hereby certify that the foregoing Bylaws were duly adopted
at a meeting of the Board of Directors held on August 8, 1997.

---------------------------------------------
Xxxx X. Xxxx
Secretary of the Corporation

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