GEORGIA CREDIT UNION AFFILIATES

BYLAWS

May, 2001

ARTICLE I. ORGANIZATIONAL PURPOSE

Section 1. Name

The name of this organization shall be the Georgia Credit Union Affiliates.

Section 2. Purpose

A. To provide personnel and other support services for the Georgia Credit Union League, Inc., Georgia Central Credit Union, Cooperative Services, Inc., their subsidiaries and other affiliated organizations.

ARTICLE II. OWNERSHIP

Georgia Credit Union Affiliates is a stock corporation ("Corporation") whose ownership is evidenced by certificates of stock as determined by Article VI of these bylaws.

ARTICLE III. MEETINGS OF THE MEMBERS/STOCKHOLDERS

Section 1: Annual Meetings

The annual meeting of the stockholders shall be held at such time and place, within or without the state of Georgia, as may from time to time be fixed by the Board of Directors; provided that failure to hold the annual meeting shall not work a forfeiture or give cause for dissolution of the Corporation, except as provided in Section 14-2-285 of the Georgia Business Corporation Code in case of deadlock among directors or stockholders, nor shall such failure affect otherwise valid corporate acts.

Section 2: Notice of Meetings

Written or printed notice stating the place, day and time of all meetings of stockholders shall be delivered not less than thirty (30) nor more than sixty (60) days before the date of the meeting. Such notice must be delivered in written form, either personally, by first class mail or by any electronic medium, by or at the direction of the Chairman or Secretary/Treasurer to each stockholder of record entitled to vote at such meeting. The notice of any special meeting of stockholders shall state the purpose or purposes for which the meeting is called. Notice of any meeting of stockholders need not be given to any stockholder who signs a waiver of notice, either before or after the meeting. Attendance of a stockholder at a meeting either in person shall of itself constitute the waiver of notice 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 stockholder attends a meeting solely for the purpose of stating at the beginning of the meeting, any such objection or objections to the transaction of business.

Section 3: Special Meetings

Special meetings of stockholders may be called at any time by a majority vote of the Board of Directors or the Chairman of the Board. The Board of Directors shall also call a special meeting of stockholders within ninety (90) days when requested in writing by stockholders representing not less than twenty-five percent (25%) of the capital stock of the Corporation. Special meetings of the stockholders shall be held at such time and place, within the state of Georgia, as may be determined by the Board of Directors. Notice shall be given no less than thirty (30) days prior to the date specified for a special meeting.

Section 4: Quorum

The presence, in person, of the holders of a majority of the outstanding stock entitled to vote shall be necessary to constitute a quorum for the transaction of business, but a lesser number may adjourn to some future time not less than ten (10) nor more than thirty (30) days later, and the Secretary shall thereupon give at least ten (10) days notice to each stockholder entitled to vote who is absent from such meeting.

Section 5: Voting

At all meetings of the stockholders, each holder of shares of the Corporation shall be entitled to cast one vote, in person, for each share standing in the stockholder's name on the books of the Corporation. At all meetings of the stockholders, all questions, the manner of deciding which is not specifically regulated by statute, shall be determined by vote of the stockholders present in person; provided, however, that a stock vote shall be by ballot, each of which shall state the name of the stockholder voting and number of shares owned by the stockholder.

Section 6. Order of Business

I. Determination of Quorum

II. Approval of the Minutes for Preceding Meeting

III. Reports - Chairman's Report - Secretary/Treasurer's Report

IV. Unfinished Business

V. New Business VI. Elections - if any

VII. Adjourn

Stockholders assembled at any annual meeting may suspend or amend the above order of business upon majority vote of the Stockholders present at the meeting.

ARTICLE IV. BOARD OF DIRECTORS

Section 1. Management

The affairs and business of this Corporation shall be managed by its Board of Directors, which shall have and may exercise all the powers that may be exercised or performed by the Corporation including the power to declare dividends. All matters coming before this Board of Directors shall be decided by a majority vote. Each Director shall be entitled to one vote except that a Director representing multiple stockholders will be eligible to cast an equivalent number of votes.

Section 2. Duties of Directors

The Board of Directors shall have the control and general management of the affairs and business of the Corporation. Such Directors shall in all cases act as a Board, regularly convened, by a majority and they may adopt such rules and regulations for the conduct of their meetings and the management of the Corporation, as they may deem proper, not inconsistent with these Bylaws and the laws of the State of Georgia.

Section 3: Number and Election

The number of Directors shall be less than or equal to the number of shareholders. Each Class of Common Stock Stockholder shall be entitled to elect or appoint one Director. Members of the Board of Directors shall be appointed at the Annual Meeting of the Stockholders.

Section 4: Qualifications

A. Each Director shall hold office until the next Annual Meeting of stockholders or until his successor shall have been elected or appointed and qualified. Each Stockholder shall notify the Secretary of the Corporation by the Certificate of its own Secretary or Assistant Secretary, as to the name(s) of its initial and any subsequent, additional or replacement representative(s).

Section 5: Removal of Directors

Any one or more of the Directors may be removed either with or without cause, at any time by a vote of the stockholders holding three-fourths (3/4) of the stock, at any special meeting called for the purpose.

Section 6: Vacancies

Vacancies on the Board of Directors occurring between Annual Meetings may be filled for the unexpired portion of a term by appointment of an individual qualified under Article IV, Section 4 of these Bylaws at the direction of the Stockholder entitled by reason of the vacancy.

Section 7: Emergency Powers

In the event of a National Emergency, Common Disaster or Catastrophic Loss involving one or more members of the Board of Directors, a majority of the remaining Directors shall constitute a quorum, and be authorized to continue the operations of the Corporation until replacements for the deceased or incapacitated officers can be appointed.

Section 8: Director Attendance

To properly fulfill the requirements of his/her office, a Director must be present at regular and scheduled meetings of the Board of Directors. A Director must attend two regular meetings of the Board of Directors during a 12-month period or if he/she otherwise fails to perform the usual duties of his/her office, without prejudice, his/her office may be declared vacant and the Board shall appoint a successor to serve until the expiration of his/her term.

CHAPTER V. CORPORATE OFFICERS

Section 1: Number

The officers of this Corporation shall be a Chairman of the Board and Secretary/Treasurer.

Section 2: Election

The Chairman and Secretary/Treasurer shall be elected annually at the first meeting of the Board of Directors held after each annual meeting of the stockholders, and shall hold office for the term of one (1) year or until their successors are duly elected. The Board may at any time elect or appoint a President who shall serve until his/her successor is elected or appointed or until his/her death, resignation or removal.

Section 3: Eligibility

The Chairman and Secretary/Treasurer must be elected from the members of the Board of Directors.

Section 4: Chairman

The Chairman of the Board shall preside at all meetings, both of the Board of Directors and the stockholders; shall be ex-officio a member of all committees; and shall perform all duties as may be imposed upon him/her by the Board of Directors.

Section 5: Secretary/Treasurer

The Secretary/Treasurer shall perform or cause the following duties to be performed: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) receive and give receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such credit unions, banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article X, Section 4 and, in general, perform all of the duties incident to the office of Treasurer and have such other duties and exercise such other authority as may be delegated or assigned to him/her by the Chairman or the Board of Directors.

And, the Secretary/Treasurer shall: (a) keep or cause to be kept the minutes of the meetings of the stockholders and of the Board of Directors; (b) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (c) keep or arrange for the keeping of a register of the post office address of each stockholder which shall be furnished to the Secretary/Treasurer by such stockholder; (d) sign with the President, or a Vice President, certificates for stock of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (e) have general charge of the stock transfer books of the Corporation; and (f) in general perform all duties incident to the office of Secretary/Treasurer and have such other duties and exercise such authority as from time to time may be delegated or assigned to him/her by the Board of Directors.

Section 6: President

The President shall be the chief executive officer of the Corporation and, subject to the control of the Board of Directors, shall supervise and control all of the business affairs of the Corporation. He/she shall have authority: (a) as may be prescribed by the Board of Directors, to hire employees of the Corporation, to prescribe their duties and compensation, and to delegate authority to them; (b) to sign, execute and acknowledge, on behalf of the Corporation, all deeds, mortgages, bonds, stock certificates, contracts, leases, reports and all other documents or instruments necessary or proper to be executed in the course of the Corporation's regular business, or which shall be authorized by resolution of the Board of Directors; (c) as provided by law or the Board of Directors, to authorize any Vice President or agent of the Corporation to sign, execute and acknowledge such documents or instruments in his/her place and stead. The President shall be responsible for all duties delegated to him/her and for securing and providing office space complete with utilities, furniture, fixtures and equipment necessary for the operation of the Corporation as authorized by the Board of Directors. The President shall also have authority to perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors.

Section 7: Removal

Any officer or agent elected or appointed by the Board of Directors may be removed by the entire Board of Directors at any time with or without cause by a majority vote whenever in its judgment the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment shall not of itself create contract rights.

Section 8: Vacancies

A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

ARTICLE VI. STANDING COMMITTEES

Section 1: Additional Committees

The Board of Directors may, by resolution adopted by a majority of the entire Board, at any time and from time to time, appoint one or more additional committees consisting of at least two (2) Directors. The number of members of each committee may be increased or decreased by the Board at any time from time to time.

ARTICLE VII. CERTIFICATES OF STOCK

Section 1: Description of Stock Certificates

The certificates of stock shall be numbered and registered in the order in which they are issued. They shall be bound in a book and shall be issued in consecutive order therefrom, and in the margin thereof shall be entered the name of the person or corporation owning the shares therein represented, with the number of shares and the date thereof. Such certificates shall exhibit the holder's name and the number of shares. They shall be signed by the Chairman and countersigned by the Secretary/Treasurer and sealed with the seal of the Corporation. All certificates surrendered to the Corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate, a new one may be issued therefore upon such terms and indemnity to the Corporation as the Board of Directors may prescribe.

Section 2: Issuance of Stock

All stock shall be issued only on resolution by the Board of Directors of the Corporation and shall be evidenced by certificates of stock.

Section 3: Transfer of Stock

The stock of the Corporation shall be assignable and transferable on the books of the Corporation only by the person in whose name it appears on said books, or his/her legal representatives. In case of transfer by attorney, the power of attorney, duly executed and acknowledged, shall be deposited with the Secretary/Treasurer. In all cases of transfer, the former certificate must be surrendered up and cancelled before a new certificate may be issued. No transfer shall be made upon the books of the Corporation within ten (10) days next preceding the annual meeting of the stockholders.

Section 4: Restrictions on Transfer

In order to preserve the community of interest among this Corporation's stockholders and to maintain the closely held nature of this Corporation's stock, the following restrictions are hereby imposed upon the stockholders of this Corporation:

A. No stockholder in this Corporation shall offer, sell, transfer, pledge or hypothecate his stock in this Corporation without having first offered to sell said stock to this Corporation.

B. The price at which this Corporation or the party designated by it shall purchase any shares offered to it pursuant to this provision, shall be the lesser of either (1) the purchase price paid by the stockholder for the shares; or (2) the book value of the share or shares, as determined in accordance with generally accepted accounting principles to be applied by certified public accountants satisfactory to this Corporation, and the determination of said accountants shall be binding upon this Corporation and the offering stockholder.

C. No stockholder in this Corporation shall offer, sell, transfer, pledge or hypothecate his stock in this Corporation without the prior written approval of counsel satisfactory to the Corporation.

ARTICLE VIII. FINANCES

Section 1: Dividends

The Board of Directors may from time to time declare and the Corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and in its Articles of Incorporation.

Section 2: Fiscal Year/Annual Audit

The fiscal year of this corporation shall end at the close of business on the thirty-first day of December. An annual audit will be performed by an outside independent CPA firm.

ARTICLE IX PARLIAMENTARY PROCEDURES

Robert's Rules of Order Revised shall govern in all meetings of the Corporation, Board of Directors and committees in all cases to which they are applicable and in which they are not inconsistent with the articles of incorporation, constitution, bylaws, or other rules of order of the Corporation.

ARTICLE X. INDEMNIFICATION

The Corporation shall and hereby does indemnify to the extent permitted by Section 14-2-851 of the Georgia Business Corporation Code all present and former officers, directors, and employees of the Corporation for expenses and costs (including attorney's fees) actually and necessarily incurred by him/her in connection with any claim asserted against him/her be it action in court or otherwise, by reason of his/her being or having been such director, officer or employee, except in relation to matters as to which he/she shall have been found guilty of negligence or misconduct in respect to the matter in which indemnity is sought.

ARTICLE XI. AMENDMENTS

These bylaws may be altered, amended or repealed and new bylaws may be adopted by an affirmative vote of the stockholders representing two-thirds (2/3) of the issued and outstanding common capital stock, at an annual meeting or at a special meeting called for that purpose.

ARTICLE XII. CONFLICT OF INTEREST

No director, committee member, officer, agent or employee of the Corporation may in any manner, directly or indirectly, participate in the deliberation upon the determination of any question affecting his pecuniary interest or the pecuniary interest of any corporation, partnership, or association in which he is directly or indirectly interested (other than the credit union support organizations). In the event of the disqualification of any director respecting any manner presented to the Board of Directors for deliberation or determination, such director shall withdraw from such deliberation or determination; and in such event, the remaining qualified directors present at the meeting, if constituting a quorum with the disqualified directors, may exercise with respect to this matter, by majority vote, all the powers of the Board of Directors.

ARTICLE XIII. DISCLOSURE/CONFIDENTIALITY

The officers, directors, members of committees and employees of the Corporation shall hold in strictest confidence all transactions of the Corporation with its shareholders and all information respecting their personal affairs. Upon written request, the Corporation promptly shall mail to any stockholder of record a copy of the most recent balance sheet and profit & loss statement.

ARTICLE XIV. CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1: Contracts

The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 2: Loans

No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in this name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 3: Checks, Drafts, etc.

All checks, drafts or other orders for payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4: Deposits

All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such credit unions, banks, trust companies or other depositaries as the Board of Directors may select.

5/94

Revised 4/01

Revised 5/01