Exhibit 3.2
 IOWA RENEWABLE ENERGY, LLC
SECOND AMENDED AND RESTATED OPERATING AGREEMENT
 TABLE OF CONTENTS
 PageSECTION 1. THE COMPANY
    
    
    11.1 Formation
    
    
    11.2 Name
    
    
    11.3 Purpose; Powers
    
    
    11.4 Principal Place of Business
    
    
    21.5 Term
    
    
    21.6 Agent For Service of Process
    
    
    21.7 Title to Property
    
    
    21.8 Payment of Individual Obligations
    
    
    21.9 Independent Activities: Transactions with Affiliates
    
    
    21.10 Definitions
    
    
    3SECTION 2. CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS
    
    
    92.1 Original Capital Contributions
    
    
    92.2 Additional Capital Contributions; Additional Units
    
    
    92.3 Capital Accounts
    
    
    9SECTION 3. ALLOCATIONS
    
    
    103.1 Profits
    
    
    103.2 Losses
    
    
    103.3 Special Allocations
    
    
    103.4 Curative Allocations
    
    
    123.5 Loss Limitation
    
    
    123.6 Other Allocation Rules
    
    
    133.7 Tax Allocations: Code Section 704(c)
    
    
    133.8 Tax Credit Allocations
    
    
    13SECTION 4. DISTRIBUTIONS
    
    
    144.1 Net Cash Flow
    
    
    144.2 Amounts Withheld
    
    
    144.3 Limitations on Distributions
    
    
    14SECTION 5. MANAGEMENT
    
    
    145.1 Directors
    
    
    145.2 Number of Total Directors
    
    
    145.3 Election of Directors
    
    
    155.4 Committees
    
    
    165.5 Authority of Directors
    
    
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Page5.6 Directors as Agent
    
    
    185.7 Restrictions on Authority of Directors
    
    
    185.8 Director Meetings and Notice
    
    
    195.9 Action Without a Meeting
    
    
    195.10 Quorum; Manner of Acting
    
    
    205.11 Voting; Potential Financial Interest
    
    
    205.12 Duties and Obligations of Directors
    
    
    205.13 Chairman and Vice Chairman
    
    
    205.14 President and Chief Executive Officer
    
    
    205.15 Chief Financial Officer
    
    
    205.16 Secretary; Assistant Secretary
    
    
    215.17 Vice President
    
    
    215.18 Delegation
    
    
    215.19 Execution of Instruments
    
    
    215.20 Limitation of liability; Indemnification of Directors
    
    
    215.21 Compensation; Expenses of Directors
    
    
    225.22 Loans
    
    
    22SECTION 6. ROLE OF MEMBERS
    
    
    236.1 One Membership Class
    
    
    236.2 Members
    
    
    236.3 Additional Members
    
    
    236.4 Rights or Powers
    
    
    236.5 Voting Rights of Members
    
    
    236.6 Member Meetings
    
    
    236.7 Conduct of Meetings
    
    
    236.8 Notice of Meetings; Waiver
    
    
    246.9 Quorum and Proxies
    
    
    246.10 Voting; Action by Members
    
    
    246.11 Record Date
    
    
    246.12 Termination of Membership
    
    
    246.13 Continuation of the Company
    
    
    246.14 No Obligation to Purchase Membership Interest
    
    
    246.15 Waiver of Dissenters Rights
    
    
    256.16 Limitation on Ownership
    
    
    25SECTION 7. ACCOUNTING, BOOKS AND RECORDS
    
    
    257.1 Accounting, Books and Records
    
    
    257.2 Delivery to Members and Inspection
    
    
    257.3 Reports
    
    
    267.4 Tax Matters
    
    
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PageSECTION 8. AMENDMENTS
    
    
    278.1 Amendments
    
    
    27SECTION 9. TRANSFERS
    
    
    279.1 Restrictions on Transfers
    
    
    279.2 Permitted Transfers
    
    
    279.3 Conditions Precedent to Transfers
    
    
    289.4 Prohibited Transfers
    
    
    299.5 No Dissolution or Termination
    
    
    299.6 Prohibition of Assignment
    
    
    309.7 Rights of Unadmitted Assignees
    
    
    309.8 Admission of Substituted Members
    
    
    309.9 Representations Regarding Transfers
    
    
    319.10 Distribution and Allocations in Respect of Transferred Units
    
    
    329.11 Additional Members
    
    
    32SECTION 10. DISSOLUTION AND WINDING UP
    
    
    3310.1 Dissolution
    
    
    3310.2 Winding Up
    
    
    3310.3 Compliance with Certain Requirements of Regulations; Deficit Capital Accounts
    
    
    3410.4 Deemed Distribution and Recontribution
    
    
    3410.5 Rights of Unit Holders
    
    
    3410.6 Allocations During Period of Liquidation
    
    
    3410.7 Character of Liquidating Distributions
    
    
    3410.8 The Liquidator
    
    
    3510.9 Forms of Liquidating Distributions
    
    
    35SECTION 11. MISCELLANEOUS
    
    
    3511.1 Notices
    
    
    3511.2 Binding Effect
    
    
    3511.3 Construction
    
    
    3511.4 Headings
    
    
    3511.5 Severability
    
    
    3511.6 Incorporation By Reference
    
    
    3611.7 Variation of Terms
    
    
    3611.8 Governing Law
    
    
    3611.9 Waiver of Jury Trial
    
    
    3611.10 Counterpart Execution
    
    
    3611.11 Specific Performance
    
    
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SECOND AMENDED AND RESTATED OPERATING AGREEMENT
OF
IOWA RENEWABLE ENERGY, LLC
 THIS OPERATING AGREEMENT
 WHEREAS,
 WHEREAS
 NOW, THEREFORE,
 SECTION 1. THE COMPANY
 Formation
 Name
 Purpose; Powers
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Principal Place of Business
 Term
 Agent For Service of Process
 Title to Property
 Payment of Individual Obligations
 Independent Activities: Transactions with Affiliates
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Definitions
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SECTION 2. CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS
 Original Capital Contributions
 Additional Capital Contributions; Additional Units
  Capital Accounts
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SECTION 3. ALLOCATIONS
 Profits
 Losses
 Special Allocations
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Curative Allocations
 Loss Limitation
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Other Allocation Rules
 
    Tax Allocations: Code Section 704(c)
 Tax Credit Allocations
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SECTION 4. DISTRIBUTIONS
 Net Cash Flow ,
 Amounts Withheld
 Limitations on Distributions
 SECTION 5. MANAGEMENT
 Directors
 Number of Total Directors
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Election of Directors
 Election of Directors and Terms
 Nominations for Directors
 (i)
    
    The name and address of record of the Member who intends to make the
nomination;
 (ii)
    
    A representation that the Member is a holder of record of Units of the Company
entitled to vote at such meeting and intends to appear in person or by proxy at the
meeting to nominate the person or persons specified in the notice;
 (iii)
    
    The name, age, business and residence address, and principal occupation or
employment of each nominee;
 (iv)
    
    A description of all arrangements or understandings between the Member and each
nominee and any other person or persons (naming such person or persons) pursuant to
which the nomination or nominations are to be made by the Member;
 (v)
    
    Such other information regarding each nominee proposed by such Member as would
be required to be included in a proxy statement filed pursuant to the proxy rules of
the Securities and Exchange Commission;
 (vi)
    
    The consent of each nominee to serve as a Director of the Company if so
elected; and(vii)
    
    A nominating petition signed and dated by the holders of at least five percent
(5%) of the then outstanding Units and clearly setting forth the proposed nominee as
a candidate of the Directors seat to be filled at the next election of Directors.
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Committees
 Authority of Directors
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Directors as Agent
 Restrictions on Authority of Directors
  (i)
    
    Cause or permit the Company to engage in any activity that is
not consistent with the purposes of the Company as set forth in Section 1.3
hereof;
 (ii)
    
    Knowingly do any act in contravention of this Agreement or
which would make it impossible to carry on the ordinary business of the Company,
except as otherwise provided in this Agreement;
 (iii)
    
    Possess Company Property, or assign rights in specific Company
Property, for other than a Company purpose; or
 (iv)
    
    Cause the Company to voluntarily take any action that would
cause a bankruptcy of the Company.
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(i)
    
    Merge, consolidate, exchange or otherwise dispose of at one
time all or substantially all of the Property, except for a liquidating sale of
the Property in connection with the dissolution of the Company;(ii)
    
    Confess a judgment against the Company in an amount in excess of
$500,000;
 (iii)
    
    Issue Units, other than the 100 Units issued to each of the
five (5) members of The Biodiesel Group, at a purchase price of less than $500
per Unit;(iv)
    
    Issue more than an aggregate of 35,000 Units; and
 (v)
    
    Cause the Company to acquire any equity or debt securities of
any Director or any of its Affiliates, or otherwise make loans to any Director
or any of its Affiliates.
  Director Meetings and Notice
 Action Without a Meeting
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Quorum; Manner of Acting
 Voting; Potential Financial Interest
 Duties and Obligations of Directors
 Chairman and Vice Chairman
 President and Chief Executive Officer
 Chief Financial Officer
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Secretary; Assistant Secretary
 Vice President
 Delegation
 Execution of Instruments
 Limitation of liability; Indemnification of Directors
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Compensation; Expenses of Directors
 Loans
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SECTION 6. ROLE OF MEMBERS
 One Membership Class
 Members
 Additional Members
 Rights or Powers
 Voting Rights of Members
 Member Meetings
 Conduct of Meetings
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Notice of Meetings; Waiver
 Quorum and Proxies
 Voting; Action by Members
 Record Date
 Termination of Membership
 Continuation of the Company
 No Obligation to Purchase Membership Interest
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Waiver of Dissenters Rights
 Limitation on Ownership
 SECTION 7. ACCOUNTING, BOOKS AND RECORDS
 Accounting, Books and Records
 Delivery to Members and Inspection
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Reports
 Tax Matters
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SECTION 8. AMENDMENTS
 Amendments
 SECTION 9. TRANSFERS
 Restrictions on Transfers
 Permitted Transfers
  (i)
    
    To the transferors administrator or trustee to whom such Units
are transferred involuntarily by operation of law or judicial decree, or;
 (ii)
    
    Without consideration to or in trust for descendants or the
spouse of a Member; and
  (i)
    
    To any person approved by the Directors in writing;
 (ii)
    
    To any other Member or to any Affiliate or Related Party of
another Member; or(iii)
    
    To any Affiliate or Related Party of the transferor.
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Conditions Precedent to Transfers
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Prohibited Transfers
 No Dissolution or Termination
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Prohibition of Assignment
 Rights of Unadmitted Assignees
 Admission of Substituted Members
  (i)
    
    Accept and adopt the terms and provisions of this agreement,
including this Section 9, and
 (ii)
    
    Assume the obligations of the transferor Member under this
Agreement with respect to the transferred Units. The transferor Member shall be
released from all such assumed obligations except:
 (x)
    
    Those obligations or liabilities
of the transferor Member arising out of a breach of this
Agreement,(y)
    
    In the case of a Transfer to any
Person other than a Member or any of its Affiliates, those
obligations or liabilities of the transferor Member based on
events occurring, arising or maturing prior to the date of
Transfer, and(z)
    
    In the case of a Transfer to any
of its Affiliates, any Capital Contribution or other financing
obligation of the transferor Member under this Agreement;
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Representations Regarding Transfers
  (i)
    
    It is not currently making a market in Units and will not in
the future make a market in Units,
 (ii)
    
    It will not Transfer its Units on an established securities
market, a secondary market (or the substantial equivalent thereof) within the
meaning of Code Section 7704(b) (and any Regulations, proposed Regulations,
revenue rulings, or other of initial pronouncements of the Internal Revenue
Service or Treasury Department that may be promulgated or published
thereunder), and
 (iii)
    
    In the event such Regulations, revenue rulings, or other
pronouncements treat any or all arrangements which facilitate the selling of
Company interests and which are commonly referred to as matching services as
being a secondary market or substantial equivalent thereof, it will not
Transfer any Units through a matching service that is not approved in advance
by the Company. Each Member further agrees that it will not Transfer any Units
to any Person unless such Person agrees to be bound by this Section 9 and to
Transfer such Units only to Persons who agree to be similarly bound.
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Distribution and Allocations in Respect of Transferred Units
 Additional Members
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SECTION 10. DISSOLUTION AND WINDING UP
 Dissolution
 Winding Up PROVIDED
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Compliance with Certain Requirements of Regulations; Deficit Capital Accounts
 Deemed Distribution and Recontribution
 Rights of Unit Holders
 Allocations During Period of Liquidation
 Character of Liquidating Distributions
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The Liquidator
 Forms of Liquidating Distributions
 SECTION 11. MISCELLANEOUS
 Notices
 Binding Effect
 Construction
 Headings
 Severability
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Incorporation By Reference
 Variation of Terms
 Governing Law
 Waiver of Jury Trial
 Counterpart Execution
 Specific Performance
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IN WITNESS WHEREOF
 COMPANY:IOWA RENEWABLE ENERGY, LLC/s/ Michael J. BohannanBy: Michael J. BohannanIts: Chairman
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