Exhibit 3.2
 HMN FINANCIAL, INC.
BY-LAWS
(As of August 26, 2008)
 ARTICLE I
STOCKHOLDERS
 Section 1. Annual Meeting
  Section 2. Special Meetings
 Whole
Board
 Section 3. Notice of Meetings
   Section 4. Quorum
    Section 5. Organization
  Page 1 of 8




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Section 6. Conduct of Business.
    Page 2 of 8




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Section 7. Proxies and Voting
     Section 8. Stock List
  Section 9. Consent of Stockholders in Lieu of Meeting
  Section 10. Inspectors of Election
  ARTICLE II
BOARD OF DIRECTORS
 Section 1. General Powers, Number, Term of Office and Qualifications
   Page 3 of 8




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Section 2. Vacancies and Newly Created Directorships
  Section 3. Regular Meetings
  Section 4. Special Meetings.
  Section 5. Quorum
  Section 6. Participation in Meetings By Conference Telephone
  Section 7. Conduct of Business
  Page 4 of 8




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Section 8. Powers
  (1)
    
    To declare dividends from time to time in accordance with law;(2)
    
    To purchase or otherwise acquire any property, rights or privileges on such
terms as it shall determine;(3)
    
    To authorize the creation, making and issuance, in such form as it may
determine, of written obligations of every kind, negotiable or nonnegotiable, secured
or unsecured, and to do all things necessary in connection therewith;(4)
    
    To remove any officer of the Corporation with or without cause, and from time
to time to devolve the powers and duties of any officer upon any other person for the
time being;(5)
    
    To confer upon any officer of the Corporation the power to appoint, remove and
suspend subordinate officers, employees and agents;(6)
    
    To adopt from time to time such stock, option, stock purchase, bonus or other
compensation plans for directors, officers, employees and agents of the Corporation and
its subsidiaries as it may determine;(7)
    
    To adopt from time to time such insurance, retirement, and other benefit plans
for directors, officers, employees and agents of the Corporation and its subsidiaries
as it may determine; and,(8)
    
    To adopt from time to time regulations, not inconsistent with these Bylaws, for
the management of the Corporations business and affairs.
 Section 9. Compensation of Directors.
  Section 10. Eligibility to Run For Election.
  ARTICLE III
COMMITTEES
 Section 1. Committees of the Board of Directors
  Section 2. Conduct of Business
  Page 5 of 8




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ARTICLE IV
OFFICERS
 Section 1. Generally
    Section 2. Chairman of the Board of Directors
  Section 3. President
  Section 4. Vice President
  Section 5. Secretary
  Section 6. Chief Financial Officer
  Page 6 of 8




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Section 7. Assistant Secretaries and Other Officers
  Section 8. Action with Respect to Securities of Other Corporations
  ARTICLE V
STOCK
 Section 1. Certificated and Uncertificated Shares of Stock.
  Section 2. Transfers of Stock
  Section 3. Record Date
   Section 4. Lost, Stolen or Destroyed Certificates
  Page 7 of 8




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Section 5. Regulations.
  ARTICLE VI
NOTICES
 Section 1. Notices
  Section 2. Waivers
  ARTICLE VII
MISCELLANEOUS
 Section 1. Facsimile Signatures
  Section 2. Corporate Seal.
  Section 3. Reliance Upon Books, Reports and Records
  Section 4. Fiscal Year
  Section 5. Time Periods
  ARTICLE VIII
AMENDMENTS
  Page 8 of 8