Bylaws

EXHIBIT 3.2


BYLAWS


OF


NETZEE, INC.


(a Georgia corporation)


References in these Bylaws to "Articles of Incorporation" are to the Articles of Incorporation of NETZEE, INC., a Georgia corporation (the "Corporation"), as amended and restated from time to time.


All of these Bylaws are subject to contrary provisions, if any, of the Articles (including provisions designating the preferences, limitations, and relative rights of any class or series of shares), the Georgia Business Corporation Code (the "Code"), and other applicable law, as in effect on and after the effective date of these Bylaws. References in these Bylaws to "Sections" shall refer to sections of the Bylaws, unless otherwise indicated.


ARTICLE I


Section 1. Registered Office and Agent. The Corporation shall maintain
--------------------------- a registered office and shall have a registered agent whose business office is the same as the registered office.


Section 2. Principal Office. The principal office of the Corporation
---------------- shall be at the place designated in the Corporation's annual registration with the Georgia Secretary of State.


Section 3. Other Offices. In addition to its registered office and
------------- principal office, the Corporation may have offices at other locations either in or outside the State of Georgia.


ARTICLE II


Shareholders
------------


Section 1. Annual Meeting. The annual meeting of the shareholders
-------------- shall be held on such date, at such time and at such place as shall be set by the Board of Directors of the Corporation (the "Board of Directors") for the purpose of electing directors and for the transaction of such other business as may come before the meeting.


Section 2. Special Meetings. Special meetings of the shareholders, for
---------------- any purpose, unless otherwise prescribed by statute, may be called by the Chairman of the Board and Chief


Executive Officer, the President, the Board of Directors or by holders of outstanding stock having not less than twenty-five percent (25%) of the votes entitled to be cast by all of the outstanding shares of the Corporation.


Section 3. Place of Meeting. The Board of Directors may designate any
---------------- place as the place for an annual meeting or special meeting of shareholders. If no designation is made, the place of the meeting shall be the principal office of the Corporation.


Section 4. Notice of Meeting. Written or printed notice stating the
----------------- place, day and hour of the meeting, and, in case of a special meeting, the purpose for which the meeting is called, shall be delivered no fewer than ten (10) nor more than sixty (60) days before the date of the meeting, either personally or by mail, by or at the direction of the Chairman of the Board and Chief Executive Officer, the President, or the Secretary, to each shareholder of record entitled to vote at such meeting. If mailed, the notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid. A shareholder may waive any notice required by the Code, the Corporation's Articles of Incorporation (the "Articles of Incorporation"), or these Bylaws, before or after the date and time of the matter to which the notice relates, by delivering to the Corporation a written waiver of notice signed by the shareholder entitled to the notice. In addition, a shareholder's attendance at a meeting shall be (a) a waiver of 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, and (b) a waiver of objection to consideration of a particular matter at the meeting that is not within the purpose stated in the meeting notice, unless the shareholder objects to considering the matter when it is presented. Except as otherwise required by the Code, neither the purpose of, nor the business transacted at, the meeting must be specified in any waiver.


Section 5. Quorum. Except as otherwise provided by the Articles of
------ Incorporation or the Code, a majority of the votes entitled to be cast on a matter by the shareholders, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If less than a quorum is represented at a meeting, the meeting may be adjourned without further notice if the time and place thereof are announced at the meeting at which the adjournment is taken, provided, however, that the period shall not exceed thirty days (30) for any one adjournment. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted that might have been transacted at the meeting as originally called. If a quorum is present, 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, a bylaw adopted by the shareholders under Section 14-2-1021 of the Code, or the Code requires a greater number of affirmative votes. Unless otherwise provided in the Articles of Incorporation, directors of the Corporation shall be elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present.


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Section 6. Proxies. At all meetings of shareholders, a shareholder may
------- vote by proxy authorized by the shareholder or his duly authorized attorney in fact in the manner authorized by the Code. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy.


Section 7. Voting of Shares. Each outstanding share shall be entitled
---------------- to one vote on each matter submitted to a vote at a meeting of the shareholders except as otherwise provided in the Articles of Incorporation or the Code. In the election of directors, each record holder of stock entitled to vote at such election shall have the right to vote the number of shares owned by him for as many persons as there are directors to be elected, and for whose election he has the right to vote. Cumulative voting shall not be allowed.


Section 8. Presiding Officer. Except as otherwise provided herein, the
----------------- Chairman of the Board of Directors, and in his absence or disability the President, shall preside at every shareholders' meeting (and any adjournment thereof) as its chairman, if either of them is present and willing to serve. If neither the Chairman of the Board of Directors, nor the President is present and willing to serve as chairman of the meeting, and if the Chairman of the Board of Directors, has not designated another person who is present and willing to serve, then a majority of the Corporation's directors present at the meeting shall be entitled to designate a person to serve as chairman. If no director of the Corporation is present at the meeting or if a majority of the directors who are present cannot be established, then a chairman of the meeting shall be selected by a majority vote of the shares present at the meeting that would be entitled to vote in an election of directors. The chairman of the meeting may designate other persons to assist with the meeting.


Section 9. Action Without a Meeting. Unless otherwise provided in the
------------------------ Articles of Incorporation, any action required to be taken or that may be taken at a meeting of shareholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by persons entitled to vote at a meeting shares having voting power to cast not less than the minimum number (or numbers, in the case of voting by groups) of votes that would be necessary to authorize or take the action at a meeting at which all shareholders entitled to vote were present and voted. Where required by Section 14-2-704 or other applicable provision of the Code, the Corporation shall provide shareholders with written notice of actions taken without a meeting.


ARTICLE III


Board of 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 by, the Board of


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Directors, subject to any limitation set forth in the Articles, in bylaws approved by the shareholders, or in agreements among all the shareholders that are otherwise lawful.


Section 2. Number and Election of Board. The Board of Directors shall
---------------------------- consist of such number of directors as fixed or changed from time to time by the Board of Directors and shall be divided into three classes: Class I, Class II and Class III, which shall be as nearly equal in number as possible. Each director shall serve for a term ending on the date of the third annual meeting of shareholders following the annual meeting at which such director was elected; provided, however, that each initial director in Class I shall hold office until the first annual meeting of shareholders after his election; each initial director in Class II shall hold office until the second annual meeting of shareholders after his election; and each initial director in Class III shall hold office until the third annual meeting of shareholders after his election. Despite the expiration of a director's term, each director shall serve until his successor is elected and qualified or until his earlier death, resignation or removal. The number of directors may be increased or decreased from time to time by resolution of the Board of Directors; provided, however, that the total number of directors at any time shall not be less than three unless these Bylaws are amended to delete the classification of the Board of Directors. Any vacancies on the Board of Directors for any reason, and any directorships resulting from any increase in the authorized number of directors, may be filled by the Board of Directors, acting by a majority of the directors then in office, although less than a quorum. Any directors chosen to fill a vacancy shall hold office until the next election of the class for which such directors shall have been chosen and until their successors shall be elected and qualified, and any directors chosen by reason of an increase in the number of directors shall hold office until the next election of directors by the shareholders and until their successors shall be elected and qualified. Subject to the foregoing and the Code, at each annual meeting of shareholders the successors to the class of directors whose term shall then expire shall be elected to hold office for a term expiring at the third succeeding annual meeting.


Section 3. Resignation and Removal.
-----------------------


(a) Resignation. Any director may resign at any time by giving
----------- written notice to the Board of Directors, the Chairman of the Board, or to the Secretary of the Corporation. Such resignation shall take effect at the time delivered unless a later date is specified therein and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.


(b) Removal. Any director or the entire Board of Directors may
------- be removed by the shareholders at any time, with or without cause, except as otherwise provided by law. Removal action may be taken only at a shareholders' meeting for which notice of the removal action has been given. A removed director's successor, if any, may be elected at the same meeting to serve the unexpired them.


Section 4. Compensation. Directors may receive such compensation for
------------ their services as directors as may be fixed by the Board of Directors from time to time. A director may also


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serve the Corporation in one or more capacities other than that of director and receive compensation for services rendered in those other capacities.


Section 5. Qualification of Directors. No person elected to serve as a
-------------------------- director of the Corporation shall assume office and begin serving unless and until duly qualified to serve, as determined by reference to the Code, the Articles of Incorporation and any further eligibility requirements established in these Bylaws.


Section 6. Regular Meetings. A regular meeting of the Board of
---------------- Directors shall be held without notice immediately after and at the same place as the annual meeting of shareholders. The Board of Directors may adopt a resolution as to the time and place for the holding of additional regular meetings without notice other than such resolution. The failure to hold the annual meeting does not affect the validity of any corporate action.


Section 7. Special Meetings. Special meetings of the Board of
---------------- Directors may be called by or at the request of the Chairman of the Board and Chief Executive Officer, the President or any director. The person or persons authorized to call special meetings of the Board of Directors may fix any place as the place for holding any special meeting of the Board of Directors called by him or them.


Section 8. Notice. Notice of any special meeting shall be given at
------ least twenty-four (24) hours prior thereto by written notice delivered personally or mailed (first class mail) to each director at his business address or by notice given by telecopy to such address. If mailed, such notice shall be deemed to be delivered three days following the deposit of such notice in the United States mail so addressed, with postage thereon prepaid. If notice is given by telecopy, such notice shall be deemed to be delivered upon printed confirmation of receipt by the transmitting telecopier. Any director may waive notice of any meeting. The attendance of a director at a meeting shall constitute a waiver of not ...