BYLAWS
                                      OF
                       CENTERSTATE BANKS OF FLORIDA, 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.
 
 
 
 
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         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
 
 
 
 
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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.
 
         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.
 
 
 
 
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         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. 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.
 
 
 
 
 
 
 
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                                  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 seven 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. At the first annual meeting of
shareholders and at each annual meeting thereafter, the shareholders shall
elect directors to hold office until the next succeeding annual meeting. Each
director shall hold office for the term for which such director is elect and
until such director's successor shall have been elected and qualified or until
such director's earlier resignation, removal from office, or death.
 
         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 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
 
 
 
 
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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.
 
         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.
 
 
 
 
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                                  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, a Compensation
Committee and a Loan 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 two 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 two directors. 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. Loan Committee. The Loan Committee shall consist of not
less than two directors. The Loan Committee shall have the power to establish
and approve such loans, policies and procedures relating to the lending
operations of any direct and indirect subsidiary or affiliate of the
Corporation as determined in accordance with such guidelines established by the
Board of Directors from time to time.
 
         Section 5. 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.
 
         Section 6. 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 7. 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.
 
 
 
 
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         (b) Fill vacancies on the Board of Directors or any committee thereof.
 
         (c) Adopt, amend, or repeal the Bylaws.
 
         (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.
 
         Section 8. 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 9. 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.
 
 
 
 
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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 10. 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 11. 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 12. 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 13. 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 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, a
President, a Chairman of the Board, one or more Vice Chairmen of the Board, 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 at the pleasure of the
Board of Directors or 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.
 
 
 
 
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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 a Chief Executive Officer. The Chief Executive Officer shall preside
at all meetings of the shareholders of the Corporation. Such person shall serve
as the 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 during any
absence or disability of such officer.
 
         Section 5. Chairman of the Board. The Board of Directors shall appoint
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 may appoint one or
more of its members to be Vice Chairmen of the Board. 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
 
 
 
 
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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. If the
offices of Chief Executive Officer and President are ever separated, then 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 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
 
 
 
 
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<PAGE>   16
 
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 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
 
 
 
 
                                      12
<PAGE>   17
 
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.
 
         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.
 
 
 
 
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<PAGE>   18
 
                                   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.
 
         (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.
 
         (c) "expenses" includes counsel fees, including those for appeal.
 
         (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
 
 
 
 
                                      14
<PAGE>   19
 
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;
 
 
 
 
                                      15
<PAGE>   20
 
         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
 
 
 
 
                                      16
<PAGE>   21
 
         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.
 
         (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.
 
 
 
 
                                      17
<PAGE>   22
 
                            CERTIFICATE OF ADOPTION
 
        I hereby certify that the foregoing Bylaws were duly adopted at a
meeting of the Board of Directors held on September 29, 1999.
 
 
                                /s/ James H. White
                                ----------------------------------------------
                                James H. White
                                Chairman, President and Chief Executive Officer
 

 

CERTIFICATE

The undersigned does hereby certify that he is the Chairman, President and Chief Executive Officer of CenterState Banks of Florida, Inc. (the “Corporation”), and that the following resolution was duly adopted by the Board of Directors at a meeting held on November 6, 2007:

AMENDMENT TO BYLAWS

BE IT RESOLVED, that Article V is hereby amended by deleting such text in its entirety and inserting the following in lieu thereof:

ARTICLE V

Stock Certificates

Section 1. Certificates of Stock. Shares of the capital stock of the Corporation may be certificated or uncertificated, as provided under Florida law. Any certificates representing shares of stock shall be in such form as the Board of Directors shall prescribe, certifying the number and class of shares of stock of the Corporation owned by the shareholder. Any certificates issued to any shareholder of the Corporation shall bear the name of the Corporation and state that it is organized under the laws of the State of Florida, the name of the shareholder, and the number and class (and the designation of the Series, if any) of the shares represented. Each certificate shall be signed either manually or by facsimile, by (i) the Chairman of the Board, the President, the Chief Executive Officer or a Vice President, and (ii) by the Secretary or an Assistant Secretary, and shall be sealed with the seal of the Corporation or a facsimile thereof. If the person who signed a share certificate, either manually or by facsimile, no longer holds office when the certificate is issued, the certificate is nevertheless valid.

Within a reasonable time after the issuance or transfer of uncertificated stock, the Corporation shall send to the registered owner thereof a written notice that shall set forth the name of the Corporation, the number and class (and the designation of the series, if any) of the shares represented, and any restrictions on the transfer or registration of such shares of stock imposed by the Corporation’s Articles of Incorporation, these Bylaws, any agreement among shareholders or any agreement between shareholders and the Corporation.

Section 2. Transfer of Stock. Subject to any restrictions on transfer and unless otherwise provided by the Board of Directors, shares of stock may be transferred only on the books of the Corporation, if such shares are certificated, by the surrender to the Corporation or its transfer agent of the certificates therefor properly endorsed or accompanied by a written assignment or power of attorney properly executed, or upon proper instructions from the registered holder of uncertificated shares, in each case with such proof of the authenticity of signature as the Corporation or its transfer agent may reasonably require.

The Board of Directors may appoint a transfer agent and one or more co-transfer agents and registrar and one or more co-registrars and may make or authorize such agent to make all such rules and regulations deemed expedient concerning the issue, transfer and registration of the shares of stock.

Section 3. 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, if the Board of Directors so requires, give the Corporation a bond of indemnity in form and amount, and with one or more sureties, satisfactory to the Board of Directors and payable as may be required by the Board of Directors, whereupon the Corporation may issue (i) a new certificate or certificates for such stock or (ii) uncertificated shares in place of any certificate or certificates previously issued by the Corporation alleged to have been lost, stolen or destroyed.


I further certify that the foregoing resolution is in full force and effect and has not been amended or rescinded as of the date hereof.

In Witness Whereof, I have signed this Certificate for and on behalf of the Corporation this 6th day of November, 2007.

 

/s/    ERNEST S. PINNER        

Ernest S. Pinner

Chairman, President and Chief Executive Officer