Fidelity Southern 8-K Entry into a Material Definitive Agreement

Exhibit 3.2

AMENDMENT OF THE BYLAWS OF

FIDELITY SOUTHERN CORPORATION

November 18, 2010

The Bylaws (the “Bylaws”) of Fidelity Southern Corporation (the “Corporation”), are hereby amended to insert a new Article IX in the Bylaws as follows:

ARTICLE IX

BUSINESS COMBINATIONS WITH INTERESTED SHAREHOLDERS

All of the requirements of Article 11A of the Georgia Business Corporation Code (currently codified in Sections 14-2-1131 through 14-2-1133 thereof), as may be in effect from time to time (the “Business Combination Statute”), shall apply to all “business combinations” (as defined in Section 14-2-1131 of the Georgia Business Corporation Code) involving the Corporation.