Amended And Restated Bylaws of Heritage Bankshares, Inc.

Exhibit 10.8


AMENDED AND RESTATED BYLAWS


OF


HERITAGE BANKSHARES, INC.


Adopted by the Board of Directors of the Corporation pursuant to a resolution dated April 27, 2005.

TABLE OF CONTENTS

ARTICLE 1 MEETINGS OF SHAREHOLDERS 1.1 Annual Meeting . 1 1.2 Special Meetings . 1 1.3 Place of Meeting . 1 1.4 Notice of Meeting . 1 1.5 Fixing of Record Date . 2 1.6 Quorum . 2 1.7 Proxies . 2 1.8 Inspectors of Elections . 2 1.9 Conduct of Business . 3 1.10 Voting of Shares . 5 1.11 No Consent of Shareholders in Lieu of Meeting . 5 ARTICLE 2 BOARD OF DIRECTORS 2.1 General Powers . 5 2.2 Number and Election . 5 2.3 Vacancies . 6 2.4 Removal of Directors . 6 2.5 Regular Meetings . 6 2.6 Special Meetings . 6 2.7 Participation in Meetings by Conference Telephone . 6 2.8 Quorum . 6 2.9 Manner of Acting; Action by Board of Directors without a Meeting . 7 2.10 Compensation . 7 2.11 Presumption of Assent . 7 ARTICLE 3 BOARD COMMITTEES 3.1 Membership . 7 3.2 Rules of Procedure . 7 3.3 Notice . 7 3.4 Executive Committee . 8 ARTICLE 4 OFFICERS 4.1 Officers . 8

4.2 President . 8

4.3 Chairman of the Board . 8

4.4 Secretary . 9

4.5 Treasurer . 9

4.6 Other Officers . 9

4.7 Execution of Instruments . 9 ARTICLE 5 EMPLOYEES AND OTHER OFFICERS

5.1 Employees and Other Officers . 9 ARTICLE 6 CERTIFICATES OF STOCK AND THEIR TRANSFER

6.1 Certificate of Stock . 10

6.2 Transfer Agents . 10

6.3 Stock Redemption . 10 ARTICLE 7 WAIVER OF NOTICE

7.1 Waiver . 11 ARTICLE 8 FISCAL YEAR

8.1 Fiscal Year . 11 ARTICLE 9 SHARES OF OTHER CORPORATIONS

9.1 Voting . 11 Article 10 SEAL

10.1 Seal . 11 ARTICLE 11 AMENDMENTS

11.1 Amendments . 12 ARTICLE 12 INDEMNIFICATION AND LIMITATION OF LIABILITY

12.1 Limitation of Liability . 12

12.2 Indemnification . 12

12.3 Other Persons . 12

12.4 Insurance . 13

12.5 Scope . 13

12.6 Continuous Coverage . 13 ARTICLE 13 NO CONFLICT

13.1 No Conflict . 13

AMENDED AND RESTATED BYLAWS


OF

HERITAGE BANKSHARES, INC.

************


ARTICLE 1


MEETINGS OF SHAREHOLDERS


1.1 Annual Meeting . Unless a different date or time is designated by resolution of the Board of Directors, the annual meeting of the shareholders for the election of directors and the transaction of whatever other business may be brought before said meeting shall be held on the 16th day of June of each year, at 10:00 a.m., if said date is not a legal holiday, or, if a legal holiday, at said time on the next succeeding business day.


1.2 Special Meetings . Special meetings of shareholders, unless otherwise provided by law, may be called for any purpose at any time by the Chairman of the Board, the President or a majority of the Board of Directors.

1.3 Place of Meeting . The Board of Directors may designate any place, either within or without the Commonwealth of Virginia, as the place of meeting for any annual meeting or for any special meeting which is called by the Board of Directors. If no place is designated by the Board of Directors, or if a special meeting is called otherwise than by the Board of Directors, the place of meeting shall be the principal offices of the Corporation.


1.4 Notice of Meeting . Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall be given not less than ten (10) days nor more than sixty (60) days before the date of such meeting (except as a different time is specified by law) either personally or by mail, telegram, teletype or other carrier, by or at the direction of the Chairman of the Board, the President, the Secretary, or such person as is designated by the Board of Directors, to each shareholder of record entitled by law to notice of such meeting. If mailed, such notice shall be deemed to be given when deposited in the United States mail, with postage prepaid, addressed to the shareholder at his or her address as it appears on the stock records of the Corporation. Notwithstanding the foregoing, no notice of a shareholder' s meeting need be given to a shareholder if (i) an annual report and proxy statements for two consecutive annual meetings of shareholders or (ii) all, and at least two, checks in payment of dividends or interest on securities during a twelve-month period, have been sent by first-class United States mail, addressed to the shareholder at his or her address as it appears on the stock transfer books of the Corporation, and returned undeliverable. The obligation of the Corporation to give notice of shareholders' meetings to any such shareholder shall be reinstated once the Corporation has received a new address for such shareholder for entry on its stock transfer books.


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1.5 Fixing of Record Date . For the purpose of determining shareholders entitled to notice of, or to vote at, any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than seventy (70) days prior to the date on which the particular action requiring such determination of shareholders is to be taken. If no record date is fixed by the Board of Directors, as provided above, then the close of business on the day before the date on which notice of the meeting is mailed, or the date on which a resolution of the Board of Directors declaring a dividend is adopted, 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 herein, such determination shall apply to any adjournment of such meeting if the meeting is adjourned to a date not more than 120 days after the original meeting date.

1.6 Quorum . A majority of the shares entitled to vote on a matter, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders, with respect to that matter, except as otherwise required by law. If less than a majority of the shares entitled to vote are so represented at the meeting, then a majority of the shares which are so represented may adjourn the meeting from time to time without further notice, but may take no other action. At such adjourned meeting, at which a quorum is present in person or represented by proxy, any business may be transacted which might have been transacted at the meeting as originally called had the same then been held.


1.7 Proxies . At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by such shareholder or by his or her duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation or any other officer or agent authorized to tabulate votes before or at the time of the meeting. No proxy shall be valid after eleven months from its date, unless otherwise provided in the proxy.

1.8 Inspectors of Elections . The Board of Directors may, in advance of any meeting of shareholders, appoint one or more persons, other than nominees for office, to be inspectors of election to determine the qualification of voters, the validity of proxies and ballots, and the results of all votes and ballots, to retain records of any challenges made to any determination by the inspectors and to certify their determination of the number of shares represented at the meeting and their count of all votes and ballots. If inspectors of election are not so appointed prior to any meeting of the shareholders, the chairman of such meeting may, or on the request of not fewer than ten percent (10%) of the votes present at the meeting shall, make such appointment at the meeting. Each inspector, before entering upon the discharge of his or her duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his or her ability.


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1.9 Conduct of Business .


(a) The Chairman of the Board shall call to order any meeting of the shareholders and act as chairman of the meeting. If the Chairman is not present, or there is none in office, the President shall preside at the meeting. If neither the Chairman nor the President is present, the Board of Directors shall designate a chairman of the meeting. The Board of Directors may, to the extent not prohibited by law, adopt by resolution such rules and regulations for the conduct of any meeting of the shareholders as it shall deem appropriate. Except to the extent inconsistent with such rules and regulations as adopted by the Board of Directors, the chairman of any meeting of shareholders shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts (including appointment of a sergeant-at-arms) as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may to the extent not prohibited by law include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to shareholders of record of the Corporation, their duly authorized and constituted proxies or such other persons as the chairman of the meeting shall determine; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted, if any, to questions or comments by participants in the meeting. Unless, and to the extent, determined by the Board of Directors or the chairman of the meeting, meetings of shareholders shall not be required to be held in accordance with the rules of parliamentary procedure. Any person in attendance at a meeting of shareholders shall, at the time of gaining recognition from the chairman, state the name of the speaker, the number of shares owned by the speaker, and if appearing in a representative capacity, produce satisfactory written evidence of the right of representation signed by a shareholder of record. Upon a failure to comply with this requirement, the chairman of the meeting may ignore the speaker, and, if deemed necessary, request the sergeant-at-arms to remove the proposed speaker from the meeting.

(b) At any annual meeting of the shareholders, only such business shall be conducted as shall have been brought before the meeting (i) by or at the direction of the Board of Directors or (ii) by any shareholder of the Corporation who is entitled to vote with respect thereto and who complies with the notice procedures set forth in this Section 1.9(b). For business to be properly brought before an annual meeting by a shareholder, the shareholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a shareholder' s notice must be delivered or mailed to and received at the principal executive offices of the Corporation not less than one hundred twenty (120) days in advance of the month and day of the Corporation' s proxy statement released to shareholders in connection with the previous year' s annual meeting of the shareholders. A shareholder' s notice to the Secretary shall set forth as to each matter such shareholder proposes to bring before the annual meeting (i) a brief description of the business desired to be brought before the annual meeting and the reasons for conducting such business at the annual meeting, (ii) the name and address, as they appear on the Corporation' s books, of the shareholder who proposes such business, (iii) the class and number

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of shares of the Corporation' s capital stock that are beneficially owned by such shareholder and (iv) any material interest of such shareholder in such business. Notwithstanding anything in these Bylaws to the contrary, no business shall be brought before or conducted at an annual meeting except in accordance with the provisions of this Section 1.9(b). The Chairman of the Board or other person presiding over the annual meeting shall, if the facts so warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section 1.9(b) and, if he or she should so determine, shall so declare to the meeting, and any such business so determined to be not properly brought before the meeting shall not be transacted. Notwithstanding the foregoing provisions, a shareholder shall also comply with all applicable requirements of the Securities and Exchange Act of 1934 and the rules and regulations thereunder with respect to the matters set forth in this Section 1.9(b).

At any special meeting of the shareholders, only such business shall be conducted as shall have been brought before the meeting by or at the direction of the Board of Directors.

(c) Only persons who are nominated in accordance with the procedures set forth in these Bylaws shall be eligible for election as directors. Nominations of persons for election to the Board of Directors of the Corporation shall be made by the Corporation' s Nominating Committee, but also may be made at a meeting of shareholders at which directors are to be elected only (i) by or at the direction of the Board of Directors or (ii) by any shareholder of the Corporation entitled to vote for the election of directors at the meeting who compl ...