EXHIBIT 3.2 AMENDED AND RESTATED BYLAWS OF BREDA TELEPHONE CORP. (an Iowa Corporation) (hereinafter referred to as Corporation) ARTICLE 1 PRINCIPAL OFFICE The
principal office of the Corporation shall be located in Breda, Carroll County,
Iowa or as identified in the most recent annual report filed by the Corporation
with the Iowa Secretary of State. ARTICLE 2 NUMBER OF DIRECTORS The
number of directors shall be such number as the board of directors shall at the
time have designated. In the absence of any such designation, such number shall
be seven (7) persons. ARTICLE 3 MEETINGS OF SHAREHOLDERS Section
3.1 Annual Meeting. The annual meeting of the shareholders shall be held
during the months of March through September of each year at such time, place,
and date as the board of directors may select and which shall be designated in
the notice of the meeting to the shareholders, for the purpose of electing
board members, passing upon reports for the previous fiscal year and
transacting such other business as may come before the meeting. Section
3.2 Special Meetings. Special meetings of the shareholders, for any
purpose or purposes, unless otherwise prescribed by the Iowa Business
Corporation Act or the Articles of Incorporation, may be called by the
President of the board of directors, and shall be called by the board of
directors upon the written demand, signed, dated, and delivered to the
Secretary, of the holders of at least ten percent of all the votes entitled to
be cast on any issue proposed to be considered at the meeting. Such written
demand shall state the purpose or purposes for which such meeting is to be
called. The time, date, and place of any special meeting shall be determined by
the board of directors, or, at its direction, by the President. Section
3.3 Notice of Meetings. Notice of (i) the place, date, and time of all
meetings of shareholders; (ii) the initial authorization of issuance,
subsequent to the next preceding shareholders meeting, of shares for promissory
notes or promises to render services in the future; (iii) any indemnification
of a director required by law to be reported to shareholders; and, (iv) in the
case of a E-1   special
meeting, the purpose or purposes for which the meeting is called, shall be
delivered not less than ten (10) days nor more than sixty (60) days before the
date of the meeting to each shareholder entitled to vote at such meeting and to
such other shareholders as are required by law to be given such notice. The
board of directors may establish a record date for the determination of
shareholders entitled to notice, as provided in Section 6.9 of these bylaws.
Notice of adjourned meetings need only be given if required by law or Section
3.6 of these bylaws.

Section
3.4 Waiver of Notice.

(a)          A
written waiver of notice of any meeting of the shareholders signed by any
shareholder entitled to such notice, whether before or after the time stated in
such notice for the holding of such meeting, shall be equivalent to the giving
of such notice to such shareholder in due time as required by law and these
bylaws.

(b)          A
shareholders attendance at any shareholders meeting, in person or by proxy,
waives (i) giving of notice of such meeting and irregularities in any notice
given, unless the shareholder at the beginning of the meeting or promptly upon
the shareholders arrival objects to holding the meeting or transacting
business at the meeting, and (ii) waives objection to consideration of a
particular matter at the meeting that is not within the purpose or purposes
described in the meeting notice, unless the shareholder objects to considering
the matter when it is presented.

Section
3.5 Voting List. After fixing a record date for a meeting, the Secretary
shall be responsible for the preparation of an alphabetical list of the names
of all shareholders who are entitled to notice of the shareholders meeting. The
list must be arranged by voting group and within each voting group by class or
series of shares, and show the address of and number of shares held by each
shareholder. The shareholders list must be available for inspection by any
shareholder beginning two business days after notice of the meeting is given
for which the list was prepared and continuing through the meeting, at the
Corporations principal office or at a place identified in the meeting notice
in the city where the meeting will be held. A shareholder, or a shareholders
agent of attorney, is entitled on written demand to inspect and, subject to the
requirements of law, to copy the list, during regular business hours and at the
person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 a shareholders agent or attorney, is entitled to inspect the
list at any time during the meeting or any adjournment.

Section
3.6 Quorum.

(a)          At
any meeting of the shareholders, any number of the shareholders of the
Corporation present in person or represented by proxy shall constitute a quorum
for the transaction of business, unless the representation of a different
number is required by law, and in that case, the representation of the number
so required shall constitute a quorum.

(b)
When a
  meeting is adjourned to another place, date, or time, notice need not be
  given of the adjourned meeting if the place, date, and time thereof are
  announced at the meeting at which the adjournment is taken; provided,
  however, that if the date of any adjourned meeting is more than one hundred
  twenty (120) days after the date for which the meeting was originally
  noticed, or if a new record date is fixed for the adjourned meeting, notice
  of the place, date, and time of the adjourned meeting shall be given in
  conformity herewith. At any adjourned meeting, any business may be transacted
  which might have been transacted at the original meeting.E-2

Section
3.7 Organization.

(a)          The
President shall call meetings of the shareholders to order and shall act as
chairperson of such meetings, but in the absence of the President at any
meeting of the shareholders, the board of directors shall designate such
chairperson.

(b)          The
Secretary of the Corporation shall act as Secretary at all meetings of the
shareholders, but in the absence of the Secretary at any meetings of the
shareholders, the presiding officer may appoint any person to act as Secretary
of the meeting.

Section
3.8 Voting of Shares.

(a)          Except
as otherwise provided by law, each shareholder shall be entitled to one vote on
each matter submitted to a vote at a meeting of shareholders, regardless of the
number of shares held by that shareholder. Unless otherwise provided by law, at
each meeting for the election of directors, each shareholder entitled to vote
shall be entitled to one vote for as many persons as there are directors to be
elected and for whose election such shareholder has a right to vote, and
directors shall be elected by a plurality of the votes cast.

(b)          Notwithstanding
anything to the contrary herein, those shareholders holding more than one (1)
share of the former Class A stock of the Corporation at the time of the filing
of the Amended and Restated Articles of Incorporation on March 14, 1995 shall
be treated as a separate shareholder with respect to each share of former Class
A stock so held, and shall be entitled to one (1) vote in each of his or her
capacities as a shareholder on each issue presented for a vote of the
shareholders. The right of a shareholder under this section to be treated as a
separate shareholder with respect to each share of former Class A stock shall
terminate upon (i) termination of the shareholders service from the
Corporation, (ii) removal of the shareholder from the telephone exchange area
served by the Corporation, (iii) the death of the shareholder, or (iv) transfer
of the shareholders shares to another person or entity.

(c)          The
shareholders having the right to vote shares at any meeting shall only be those
of record on the stock books of the Corporation, on the record date fixed
pursuant to the provisions of Section 6.9 of these bylaws or by law.

(d)          Absent
special circumstances, the shares of the Corporation held by another
corporation, if a majority of the shares entitled to vote for the election of
directors of such other corporation is held by the Corporation, shall not be voted
at any meeting.

(e)          Voting
by shareholders on any question or in any election shall be written ballot as
provided herein. All ballots for any actions to be taken by shareholders shall
be mailed by regular mail to all shareholders. All ballots shall be accompanied
by a self-addressed stamped envelope. For the purposes of this Section, the
board of directors shall obtain a post office box at the Carroll, Iowa post
office. All envelopes shall be addressed to the post office box, and shareholders
will be requested to vote by mail to that post office box. All ballots dropped
off at the telephone office will be promptly delivered to the post office box.
Accompanying the ballot shall be an explanation to the shareholders that
ballots shall be mailed to the post office box. The ballots for the election of
directors shall not designate which director is an incumbent.

(f)          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

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opposing the
action, unless a greater number is required by law or the Articles of
Incorporation.

Section
3.9 Voting by Proxy or Representative.

(a)          A
shareholder entitled to vote may vote by proxy appointed in writing. No proxy
shall be valid after eleven months from the date of its execution, unless
otherwise provided in the proxy.

(b)          Shares
held by an administrator, executor, guardian, conservator, receiver, trustee,
pledgee, or another corporation may be voted as provided by law.

Section
3.10 Ballot Committee. A Ballot Committee created by the board of
directors shall be in charge of counting all ballots at any special meeting or
annual meeting of shareholders. The Ballot Committee shall consist of six
people  two shareholders appointed by the board of directors on an annual
basis; an accountant for the CPA firm doing the annual audit; legal counsel as
appointed by the board of directors; and two shareholders appointed by a
shareholder committee. These two shareholders shall designate their
replacements and a designation of new replacements shall be done on an annual
basis by the previously appointed shareholders. The Ballot Committee shall have
sole control of the post office box and the ballots. This Committee shall
jointly agree on how and when the ballots shall be removed from the post office
box, and how and when the ballots shall be counted.

Section
3.11 Consent of Shareholders in Lieu of Meeting. Any action required or
permitted by law to be taken at a meeting of the shareholders, may be taken
without a meeting if a consent in writing setting forth the action so taken
shall be signed by the holders of outstanding shared having not less than
ninety percent of the votes entitled to be cast at a meeting at which all
shares entitled to vote on the action were present and voted, and are delivered
to the Corporation for inclusion in the minutes.

Section
3.12 Conduct of Business. The chairperson of any meeting of shareholders
shall determine the order of business and procedure at the meeting, including
such regulation of the manner of voting and the conduct of business as seem to
him or her to be in order.

Section
3.13 Rights and Liabilities of Shareholders. Any provisions relating to
the rights and liabilities of a shareholder of the Corporation shall apply
equally with respect to the holders of jointly issued shares. Without limiting
the generality of the foregoing, the effect of actions by holders of jointly
owned shares shall be as follows:

(1)          The
  presence at a meeting of either or both shall be regarded as the presence of
  one shareholder and shall constitute a joint waiver of notice of the meeting;(2)          The
  vote of either separately or both jointly shall constitute one joint vote;(3)          A
  waiver of notice signed by either or both shall constitute a joint waiver;(4)          Notice
  to either shall constitute notice to both;(5)          The
  disqualification of either from eligibility to own shares in the Corporation
  shall disqualify both;(6)          Either,
  but not both, may be elected or appointed as an officer or boardE-4

member if
  individually qualified;(7)          Upon
  the death of either the natural person, or the dissolution of either
  corporation, partnership, cooperative association, or trust, that is a joint
  owner of the stock, the stock shall be reissued in the name of the survivor.
  However, the estate of the deceased or the dissolved entity shall not be
  released from any debts due the Corporation.ARTICLE 4

BOARD OF DIRECTORS

Section
4.1 General Powers and Qualifications. The business and affairs of the
Corporation shall be managed by the board of directors. Each director much be a
shareholder in order to qualify for the office. If any director shall sell or
transfer his or her shares in the Corporation, that person shall at once cease
to be a director. All directors must be at least eighteen (18) years of age.
The board of directors may authorize any officer or officers, agent or agents,
to enter into any contract or to execute and deliver any instrument in the name
and on behalf of the Corporation, and such authority may be general or confined
to specific instances.

Section
4.2 Increase in Number of Directors. In case the number of directors is
increased by thirty percent or less of the number of directors last approved by
the shareholders, by amendment to these bylaws by the board of directors or by
resolution of the board of directors, the directorships to be filled by reason
thereof may be filled by the affirmative vote of a majority of the directors,
though less than a quorum of the board of directors. Any director so elected
shall serve only until the next election of directors by the shareholders.

Section
4.3 Tenure; Staggered Terms. Each director shall hold office for a
period of three (3) years and until his or her successor shall have been
elected and qualifies, or until his or her death, resignation, or removal. The
terms of the directors shall be staggered, with approximately one-third of the
directors terms expiring each year.

No
member of the Board of Directors may serve more than three terms consecutively
without being off the Board for at least one year.

Section
4.4 Quorum and Manner of Acting. A majority of the number of directors
then holding office shall constitute a quorum for the transaction of business;
but if at any meeting of the board there be less than a quorum present, a
majority of the directors present may adjourn the meeting from time to time
until a quorum shall be present. Notice of any adjourned meeting need not be
given. At all meetings of directors, a quorum being present, the act of the
majority of the directors present at the meeting shall be the act of the board
of directors.

Section
4.5 Resignation. Any director of the Corporation may resign at any time
by giving written notice to the board of directors, its chairperson or the
Corporation. The resignation of any director shall take effect upon delivery of
notice thereof or at such late date as shall be specified in such notice; and,
unless otherwise specified therein, the acceptance of such resignation shall
not be necessary to make it effective.

Section
4.6 Removal. A director shall be subject to removal, with or without
cause, at a meeting of the shareholders called for that purpose in the manner
prescribed by law.

Section
4.7 Vacancies. Any vacancy occurring on the board of directors through
death,

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resignation,
removal or any other cause 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 be elected only until the
next election of directors by the shareholders, at which time the shareholders shall
elect a director to serve for the remainder of the three-year term of the
vacant directorship.

Section
4.8 Compensation of Directors. The directors shall be entitled to be
reimbursed for any expenses paid by them on account of attendance at any
regular or special meeting of the board of directors and the board may fix the
compensation of directors from time to time by resolution of the board.

Section
4.9 Place of Meetings, etc. The board of directors may hold its meetings
and keep the books and records of the Corporation (except that the record of
its shareholders must also be kept at the places described in Section 3.5 of
these bylaws) at such place or places within or without the State of Iowa, as
the board may from time to time determine. A director may participate in any
meeting by any means of communication, including, but not limited to telephone
conference call, by which all directors participating may simultaneously hear
each other during the meeting.

Section
4.10 Annual Meeting. At the next regular meeting of the board of
directors, the board of directors shall meet for the purpose of organization,
the election of officers and the transaction of other business. Such meeting
may be held at any other time as shall be specified in a notice given as
hereinafter provided for special meetings of the board of directors or in a
consent and waiver of notice thereof signed by all the directors, at which
meeting the same matters shall be acted upon as is above provided.

Section
4.11 Regular Meetings. Regular meetings of the board of directors shall
be held at such place and at such time as the board of directors shall by
resolution fix and determine from time to time. No notice shall be required for
any such regular meeting of the board.

Section
4.12 Special Meetings; Notice.

(a)          Special
meetings of the board shall be held whenever called by direction of the
President, or three (3) of the directors.

(b)          Notice
of each such meeting shall be delivered to each director, at least two (2) days
before the date on which the meeting is to be held, by mail, telegraph, cable,
facsimile transmission, radio, or other wireless communication, or personally
or by telephone. Each notice shall state the time and place of the meeting.
Unless otherwise indicated in the notice thereof, any and all the business may
be transacted at a special meeting. At any meeting at which every director
shall be present, even without any notice, any business may be transacted.

Section
4.13 Substitutes for Notice. A written waiver of notice signed by a
director, whether before or after the time of the meeting stated therein, shall
be equivalent to the giving of such notice in due time as required by these
bylaws. Attendance of a director at or participation in a meeting shall
constitute a waiver of notice of such meeting, unless the director at the
beginning of the meeting or promptly upon arrival objects to holding the
meeting or transacting business at the meeting and does not thereafter vote for
or assent to action taken at the meeting.

Section
4.14 Directors Assent Presumed. A director of the Corporation who is
present at a meeting of its board of directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
the directors dissent shall be entered in the minutes of the

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meeting or
unless the director shall file a written dissent to such action with the person
acting as the Secretary of the meeting before the adjournment therof or shall
forward such dissent by registered or certified mail to the Secretary of the
Corporation immediately after the adjournment of the meeting. Such right to
dissent shall not apply to a director who voted in favor of such action.

Section
4.15 Order of Business.

(a)          At
meetings of the board of directors, business shall be transacted in such order
as, from time to time, the board of directors may determine by resolution.

(b)          At
all meetings of the board, the President, or in the Presidents absence the
most senior Vice President present, or otherwise the person designated by the
vote of a majority of the directors present shall preside.

Section
4.16 Action Without Meeting. Any action required or permitted by law to
be taken at any meeting of the board of directors may be taken without a
meeting if the action is taken by all members of the board and if one or more
consents in writing setting forth the action so taken shall be signed by all of
the directors then in office and included in the minutes.

Section
4.17 Committees.

(a)          The
board of directors, by resolution adopted by the affirmative vote of a majority
of the number of directors then in office, may establish one or more
committees, including an executive committee, each committee to consist of two
(2) or more directors appointed by the board of directors. Any such committee
shall serve at the will of the board of directors. Each such committee shall
have the powers and duties delegated to it by the board of directors. The board
of directors may elect one or more of its members as alternate members of any
such committee who may take the place of any absent member or members at any
meeting of such committee, upon request by the President or the chairperson of
such committee. Each such committee shall fix its own rules governing the
conduct of its activities as the board of directors may request.

(b)          A
committee of the board shall not: (i) authorize distributions by the
Corporation; (ii) approve or propose to shareholders of the Corporation action
that the law requires be approved by shareholders; (iii) fill vacancies on the
board of directors of the Corporation or on any of its committees; (iv) amend
the articles of incorporation of the Corporation; (v) adopt, amend or repeal
bylaws of the Corporation; (vi) approve a plan of merger not requiring
shareholder approval; (vii) authorize or approve reacquisition of shares by the
Corporation, except according to a formula or method prescribed by the board of
directors; or (viii) authorize or approve the issuance or sale or contract for
sale of shares, or determine the designation and relative rights, preferences
and limitations of a class or series of shares, 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.

ARTICLE 5

OFFICERS

Section
5.1 Generally. The officers of the Corporation shall be a President, one
or more Vice Presidents (the number thereof to be determined by the board of
directors), a Secretary, a Treasurer and such other officers as may from time
to time be appointed by the board of directors. One person may

E-7

hold the offices
and perform the duties of Secretary and Treasurer. The officers must be
directors of the Corporation. All officers shall be shareholders of the
Corporation. In its discretion, the board of directors may delegate the powers
or duties of any officer to any other officer or agents, notwithstanding any
provision of these bylaws, and the board of directors may leave unfilled for
any such period as it may fix, any office except those of President, Treasurer,
and Secretary. The officers of the Corporation shall be elected annually by the
board of directors at the next regular directors meeting after the annual
meeting of shareholders. Each such officer shall hold office until the next succeeding
annual meeting of the board of directors following the annual meeting of
shareholders and until his or her successor shall have been duly chosen and
shall qualify or until his or her death or until he or she shall resign or
shall have been removed.

Section
5.2 Removal. Any officer may be removed by the board of directors, with
or without cause, but such removal shall be without prejudice to the contract
rights, if any, of the person so removed.

Section
5.3 Powers and Duties of the President. The President shall be the
principal executive officer of the Corporation. Subject to the provisions of
these bylaws and to the direction of the board of directors, he or she shall
have the responsibility for the general management and control of the business
and affairs of the Corporation and shall perform all duties and have all powers
which are commonly incident to the office of chief executive or which are
delegated to him or her by the board of directors. He or she shall have power
to sign all stock certificates, contracts, and other instruments of the
Corporation which are authorized by the Board of Directors and shall have
general supervision and direction of all of the other officers, employees, and
agents of the Corporation.

Section
5.4 Powers and Duties of the Vice President(s). In the absence of the
President or in the event of the death, inability or refusal to act of the
President, the Vice President (or in the event there be more than one Vice
President, the Vice Presidents in the order designated at the time of their
election, or in the absence of any designation, the senior Vice President in
length of service) shall perform the duties of the President, and when so
acting, shall have all the powers of and be subject to all the restrictions
upon the President. Any Vice President may sign, with the Secretary or
Assistant Secretary, certificates for shares of the Corporation; and shall
perform such other duties and have such authority as from time to time may be
assigned to such Vice President by the President or by the board of directors.

Section
5.5 Powers and Duties of the Secretary. The Secretary shall be
responsible for: (a) keeping minutes of all meetings of the shareholders and of
the board of directors; (b) authentication of records of the Corporation and
attend to giving and serving all notices of the Corporation as provided by
these bylaws or as required by law; (c) being custodian of the corporate seal
(if any), the stock certificate books and such other books, records and papers
as the board of directors may direct, and see that the corporate seal is
affixed to all stock certificates and to all documents, the execution of which
on behalf of the Corporation under its seal is duly authorized; (d) keeping a stock
record showing the names of all persons who are shareholders of the
Corporation, their post office addresses as furnished by each such shareholder
and the number of shares of each class of stock held by them respectively and,
at least ten (10) days before each shareholders meeting, prepare a complete
list of shareholders entitled to vote at such meeting arranged in alphabetical
order; (e) signing with the President or a Vice President certificates for
shares of the Corporation, the issuance of which shall have been duly
authorized; and (f) in general, performing all duties incident to the office of
Secretary and such other duties as from time to time may be assigned to the
Secretary by the President or the board of directors.

Section
5.6 Powers and Duties of the Treasurer. The Treasurer shall be
responsible for: (a) custody of all moneys and securities of the Corporation,
maintaining full and accurate records and accounts in books belonging to the
Corporation, showing the transactions of the Corporation, its accounts,

E-8

liabilities,
and financial condition and determining that all expenditures are duly
authorized and are evidenced by proper receipts and vouchers; (b) depositing in
the name of the Corporation in such depository or depositories as are approved
by the directors, all moneys that may come into the Treasurers hands for the
Corporations account; (c) rendering an account of the financial condition of
the Corporation at least annually; and (d) in general, performing such duties
as may from time to time be assigned to the Treasurer by the President or by
the board of directors.

Section
5.7 Assistants. There shall be such number of Assistant Secretaries and
Assistant Treasurers as the board of directors may from time to time authorize
and appoint. The Assistant Secretaries and Assistant Treasures, in general,
shall perform such duties as shall be assigned to them by the Secretary, or the
Treasurer, respectively, or by the President or the board of directors. The
board of directors shall have the power to appoint any person to act as
assistant to any other officer, or to perform the duties of any other officer
whenever for any reason it is impracticable for such officer to act personally,
and such assistant or acting officer so appointed shall have the power to
perform all the duties of the office to which he or she is so appointed to be
assistant, or as to which he or she is so appointed to act, except as such
power may be otherwise defined or restricted by the board of directors.

Section
5.8 Salaries. If the officers are to receive salaries, the amounts
thereof shall be fixed from time to time by the board of directors, and no
officer shall be prevented from receiving such salary by reason of the fact
that he or she is also a director of the Corporation.

ARTICLE 6

SHARES, THEIR ISSUANCE AND TRANSFER

Section
6.1 Consideration for Shares. The board of directors may authorize
shares to be issued for consideration consisting of any tangible or intangible
property or benefit to the Corporation, including cash, promissory notes,
services performed, contracts for services to be performed, or other securities
of the Corporation. Before the Corporation issues shares, the board of
directors must determine that the consideration received or to be received for
shares to be issued is adequate. If the Corporation issues or authorized the
issuance of shares for promissory notes or for promises to render services in
the future, the Corporation shall report in writing to the shareholders the
number of shares authorized or issued and the consideration received by the
Corporation with or before the notice of the next shareholders meeting.

Section
6.2 Certificates for Shares. Every shareholder of the Corporation shall
be entitled to a certificate or certificates, to be in such form as the board
of directors shall prescribe, certifying the number and class of shares of the
Corporation owned by such shareholder.

Section
6.3 Execution of Certificates. The certificates for shares of stock
shall be numbered in the order in which they shall be issued and shall be
signed by the President or a Vice President and the Secretary of the
Corporation, and may be sealed with the seal of the Corporation or a facsimile
thereof. In case any officer or other authorized person who has signed such
certificate for the Corporation shall have ceased to be such officer or
employee or agent before such certificate is issued, it may be issued by the
Corporation with the same effect as if he or she were such officer or employee
or agent at the date of its issue.

Section
6.4 Share Record. A record shall be kept by the Secretary, or by any
other officer, employee, or agent designated by the board of directors, of the
names and addresses of all shareholders and the number and class of shares held
by each represented by such certificates and the respective dates thereof and
in case of cancellation, the respective dates of cancellation.

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Section
6.5 Cancellation. Every certificate surrendered to the Corporation for
exchange or transfer shall be cancelled, an no new certificate or certificates
shall be issued in exchange for any existing certificate until such existing
certificate shall have been so canceled, except in cases provided in Section
6.8 of these bylaws.

Section
6.6 Transfers of Stock. Transfers of shares of the capital stock of the
Corporation shall be made only on the books of the Corporation by the record
holder thereof, or by his or her attorney thereunto authorized by power of
attorney duly executed and filed with the Secretary of the Corporation, and on
surrender of the certificate or certificates for such shares properly endorsed.
The person in whose name shares of stock stand on the books of the Corporation
shall be deemed the owner thereof for all purposes as regards the Corporation.
Notwithstanding anything to the contrary in the Articles of Incorporation of
the Corporation, the Corporation shall permit a shareholder who is a
shareholder of record on the date these Bylaws are adopted to make a one-time
transfer of his or her shares to a family member who resides outside of the
telephone exchange area served by the Corporation, but the transferee of such
shares shall have no such right to transfer the shares to another person or
entity who resides outside of the Corporations telephone exchange area. For
purposes of this Section 6.6, family member shall mean the child, grandchild,
parent, grandparent, sibling, or spouse of the shareholder. Child shall mean
any natural born and adopted child. Also for the purposes of this Section 6.6,
and as used in the Articles of Incorporation of the Corporation, telephone
exchange area shall mean the Breda and Lidderdale exchange areas served by the
Corporation, but not any other exchange areas owned or served by the
Corporation.

Section
6.7 Regulations. The board of directors may make such other rules and
regulations as it may deem expedient, not inconsistent with law, concerning the
issue, transfer, and registration of certificates for shares of the stock of
the Corporation.

Section
6.8 Lost, Destroyed, or Mutilated Certificates. In the event of the
loss, theft, or destruction of any certificate of stock, another may be issued
in its place pursuant to such regulations as the board of directors may
establish concerning proof of such loss, theft, or destruction and concerning
the giving of a satisfactory bond or bonds of indemnity.

Section
6.9 Record Date. The board may fix, in advance, a date as the record
date for any determination of shareholders for any purpose, such date in every
case to be not more than seventy (70) days prior to the date on which the
particular action or meeting, requiring such determination of shareholders, is
to be taken or held. If no record date is so fixed for the determination of
shareholders, the close of business on the day before the date on which the
first notice of shareholder meeting is delivered or the date on which the
resolution of the board of directors declaring a share dividend or distribution
(other than in connection with a repurchase or reacquisition of shares) 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 selects a new record date or unless a new record date is required by
law.

Section
6.10 Dividends. The 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.

Section
6.11 Qualifying Shares. Any person who is elected to serve as a director
of the Corporation must own a share of stock in the Corporation.

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ARTICLE 7

MISCELLANEOUS PROVISIONS

Section
7.1 Corporate Seal. The board of directors may by resolution provide for
a corporate seal which, if provided, shall be circular in form and shall bear
the name of the Corporation and the words Corporate Seal and Iowa. The
Secretary shall be custodian of any such seal. The board of directors may also
authorize a duplicate seal to be kept and used by any other officer.

Section
7.2 Fiscal Year. The fiscal year of the Corporation shall begin on the
first day in January in each year, and end at the close of business on the last
day of December of each year.

Section
7.3 Voting of Stocks Owned by the Corporation. In the absence of a
resolution of the board of directors to the contrary, the President of the
Corporation or any Vice President acting within the scope of his or her
authority as provided in Section 5.4 of these bylaws is authorized and
empowered on behalf of the Corporation to attend, vote, grant discretionary
proxies to be used at any meeting of shareholders of any corporation in which
this Corporation holds or owns shares of stock, and in that connection, on
behalf of this Corporation, to execute a waiver of notice of any such meeting.
The board of directors shall have authority to designate any officer or person
as a proxy or attorney-in-fact to vote shares of stock in any other corporation
in which this Corporation may own or hold shares of stock.

Section
7.4 Shareholders Right to Information.

(a)          A
shareholder of the Corporation is entitled to inspect and copy, during regular
business hours at the Corporations principal office, any of the following
records of the Corporation, if the shareholder gives the Corporation written
notice of the shareholders demand at least five business days before the date
on which the shareholder wishes to inspect and copy:

(1)          Articles
  or Restated Articles of Incorporation and all amendments currently in effect;(2)          Bylaws
  or Restates Bylaws and all amendments currently in effect;(3)          Resolutions
  adopted by the board of directors creating one or more classes or series of
  shares and fixing their relative rights, preferences, and limitations, if
  shares issued pursuant to those resolutions are outstanding;(4)          Minutes
  of all shareholders meetings and records of all action taken by shareholders
  without a meeting for the past three years;(5)          All
  written communications to shareholders generally within the past three years,
  including the financial statements furnished for the past three years;(6)          A
  list of the names and business addresses of the Corporations currentE-11

directors
  and officers; and(7)          The
  Corporations most recent annual report delivered to the Iowa Secretary of
  State.(b)          If
(i) a shareholder makes a demand in good faith and for a proper purpose, (ii)
the shareholder describes with reasonable particularity the shareholders
purpose and the records the shareholder desires to inspect, and (iii) the
record requested is directly connected with the shareholders stated purpose,
the shareholder shall also be entitled to inspect and copy, during regular
business hours at a reasonable location specified by the Corporation, any of
the following records of the Corporation provided the shareholder gives the
Corporation written notice of the shareholders demand at least five business
days before the date on which the shareholder wishes to inspect and copy any of
the following:

(1)          Excerpts
  from minutes of any meeting of the board of directors, records of any actions
  of a committee of the board of directors while acting as authorized by the
  board of directors on behalf of the Corporation, minutes of any meeting of
  the shareholders, and records of action taken by the shareholders or the
  board of directors without a meeting to the extent not subject to inspection
  under the preceding subparagraph;(2)          Accounting
  records of the Corporation; and(3)          The
  record of shareholders of the Corporation.(c)          Any
shareholder desiring to send communications to the Board of Directors may do so
in writing by either delivering the writing to Bredas corporate office at 112
East Main, P.O. Box 190, Breda, Iowa 51436, or by mailing the writing to that
address, in either case, to the attention of the President of Breda. Breda will
send a copy of each such writing directly to each director.

Section
7.5 Contracts, Loans, Checks, and Deposits.

(a)          The
directors may authorize any officer or officers, agents or agents, to enter
into any contract or execute and deliver any instrument in the name of and on
behalf of the Corporation. Such authority may be general or confined to
specific instances.

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

(c)          All
checks, drafts, or other orders for the 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 directors.

(d)          All
funds of the Corporation not otherwise employed shall be deposited from time to
time to the credit of the Corporation in such banks, trust companies, or other
depositories as the directors may select.

Section
7.6 Polices, Rules, and Regulations. The board shall have the power to
make and adopt such policies, rules, and regulations, not inconsistent with the
law, the Articles of Incorporation, or these

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Bylaw, as it
may deem advisable for the management of the business and affairs of the
Corporation.

Section7.7
Accounting System and Reports. The board shall cause to be established
and maintained a complete accounting system which, among other things, shall be
subject to applicable laws and rules and regulations of all Federal and State
regulatory bodies. The board shall also cause to be made by a certified public
accountant a full and complete annual audit of the accounts, books, and
financial condition of the Corporation.

ARTICLE 8

INDEMNIFICATION OF DIRECTORS

Section
8.1 Mandatory Indemnity. Each individual who is or was a director of the
Corporation (and the heirs, executors, personal representatives or
administrators of such individuals) who was or is made a party to, or is
involved in any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that such person is or was a director of the Corporation or is or was serving
at the request of the Corporation as a director, officer, partner, trustee,
employee, or agent of another corporation, partnership, joint venture, trust,
employee benefit plan, or other enterprise (Indemnitee), shall be indemnified
and held harmless by the Corporation to the fullest extent permitted by
applicable law, as the same exists or may hereafter be amended. In addition to
the indemnification conferred in the Article, the Indemnitee shall also be
entitled to have paid directly by the Corporation the expenses reasonably
incurred in defending any such proceeding against such Indemnitee in advance of
its final disposition, to the fullest extent authorized by applicable law, as
the same exists or may hereafter be amended. The right to indemnification
conferred in this Article shall be a contract right.

Section
8.2 Non-Exclusivity of Rights. The rights to indemnification conferred
in this Article shall not be exclusive of any other right which any person may
have or hereafter acquire under any statute, the Corporations Articles of
Incorporation of any agreement, vote of shareholders or disinterested directors
or otherwise.

ARTICLE 9

AMENDMENTS TO BYLAWS

These
bylaws may be amended or repealed by the board of directors or by the
shareholders; provided, however, that the shareholders may from time to time
specify particular provisions of the bylaws which shall not be amended or
repealed by the board of directors.

/s/
  John WenckJohn Wenck,
  SecretaryE-13