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Exhibit 3.2
 SECOND AMENDED AND RESTATED OPERATING AGREEMENT
 OF
 ONE EARTH ENERGY, LLC
 Dated: Effective June 13, 2007




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SECOND AMENDED AND RESTATED OPERATING AGREEMENT
OF
ONE EARTH ENERGY, LLC
 TABLE OF CONTENTS
 PageARTICLE I. THE COMPANY
    
    
    11.1 Formation
    
    
    11.2 Name
    
    
    11.3 Purpose; Powers
    
    
    11.4 Principal Place of Business
    
    
    11.5 Term
    
    
    11.6 Registered Agent
    
    
    11.7 Title to Property
    
    
    11.8 Payment of Individual Obligations
    
    
    21.9 Independent Activities; Transactions With Affiliates
    
    
    21.10 Definitions
    
    
    2ARTICLE II. CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS
    
    
    72.1 Initial Capital Contributions
    
    
    72.2 Additional Capital Contributions; Additional Units
    
    
    72.3 Capital Accounts
    
    
    7ARTICLE III. ALLOCATIONS
    
    
    83.1 Profits
    
    
    83.2 Losses
    
    
    83.3 Special Allocations
    
    
    83.4 Regulatory Allocations
    
    
    93.5 Loss Limitation
    
    
    93.6 Other Allocation Rules
    
    
    103.7 Tax Allocations: Code Section 704(c)
    
    
    103.8 Tax Credit Allocations
    
    
    10ARTICLE IV. DISTRIBUTIONS
    
    
    104.1 Net Cash Flow
    
    
    104.2 Amounts Withheld
    
    
    104.3 Limitations on Distributions
    
    
    11ARTICLE V. MANAGEMENT
    
    
    115.1 Directors
    
    
    115.2 Classes of Directors; Number of Total Directors
    
    
    115.3 Appointment and Term of Farmers Energy Directors
    
    
    115.4 Appointment and Term of Other
    
    
    125.5 Authority of Directors
    
    
    125.6 Director as Agent
    
    
    145.7 Restriction on Authority of Directors
    
    
    14




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Page5.8 Meetings
    
    
    155.9 Notice
    
    
    155.10 Conduct of Meeting
    
    
    155.11 Quorum
    
    
    155.12 Manner of Acting; Informal Action
    
    
    165.13 Presumption of Assent
    
    
    165.16 Compensation
    
    
    165.17 Committees; Authority
    
    
    165.18 Voting; Potential Financial Interest
    
    
    165.19 Duties and Obligations of Directors
    
    
    165.20 Officers
    
    
    165.21 Execution of Instruments
    
    
    185.22 Limitation of Liability
    
    
    185.23 Indemnification of Directors
    
    
    18ARTICLE VI. MEMBERSHIP UNITS; MEMBERS
    
    
    186.1 Membership Units
    
    
    186.1 Membership Units
    
    
    186.2 Certificates; Surrender for Transfer
    
    
    186.3 Members
    
    
    186.4 Additional Members
    
    
    186.5 Members Voting Rights
    
    
    196.6 Member Meetings
    
    
    196.7 Place of Meeting
    
    
    196.8 Conduct of Meetings
    
    
    196.9 Notice
    
    
    196.10 Contents of Notice
    
    
    196.11 Adjourned Meetings
    
    
    196.12 Waiver of Notice
    
    
    206.13 Fixing of Record Date
    
    
    206.14 Quorum and Proxies
    
    
    206.15 Voting; Action by Members
    
    
    206.16 Termination of Membership
    
    
    206.17 Continuation of the Company
    
    
    206.18 No Member Right of Redemption or Return of Capital
    
    
    206.19 Waiver of Dissenters Rights
    
    
    206.20 Loans
    
    
    21ARTICLE VII. ACCOUNTING, BOOKS AND RECORDS
    
    
    217.1 Accounting, Books and Records
    
    
    217.2 Delivery to Members and Inspection
    
    
    217.3 Reports
    
    
    217.4 Tax Matters
    
    
    22ARTICLE VIII. AMENDMENTS
    
    
    228.1 Amendments
    
    
    22




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PageARTICLE IX. TRANSFERS
    
    
    229.1 General Restrictions on Transfers
    
    
    229.2 Permitted Transfers
    
    
    239.3 Conditions Precedent to Transfers
    
    
    239.4 Prohibited Transfers
    
    
    249.5 No Dissolution or Termination
    
    
    249.6 Prohibition of Assignment
    
    
    249.7 Rights of Unadmitted Assignees
    
    
    249.8 Admission of Substitute Members
    
    
    259.9 Representations Regarding Transfers
    
    
    259.10 Distributions And Allocations In Respect of Transfer Units
    
    
    269.11 Additional Members
    
    
    26ARTICLE X. DISSOLUTION AND WINDING UP
    
    
    2610.1 Dissolution
    
    
    2610.2 Winding Up
    
    
    2610.3 Compliance with Certain Requirements of Regulations; Deficit
Capital Accounts
    
    
    2710.4 Deemed Distribution and Recontribution
    
    
    2710.5 Rights of Unit Holders
    
    
    2710.6 Allocations During Period of Liquidation
    
    
    2710.7 Character of Liquidating Distributions
    
    
    2810.8 The Liquidator
    
    
    2810.9 Forms of Liquidating Distributions
    
    
    28ARTICLE XII. MISCELLANEOUS
    
    
    2811.1 Notices
    
    
    2811.2 Binding Effect
    
    
    2811.3 Construction
    
    
    2811.4 Headings
    
    
    2811.5 Severability
    
    
    2811.6 Incorporation By Reference
    
    
    2911.7 Variation of Terms
    
    
    2911.8 Governing Law
    
    
    2911.9 Waiver of Jury Trial
    
    
    2911.10 Counterpart Execution
    
    
    2911.11 Specific Performance
    
    
    2911.12 No Third Party Rights
    
    
    29




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SECOND AMENDED AND RESTATED OPERATING AGREEMENT
OF
ONE EARTH ENERGY, LLC
 THIS SECOND AMENDED AND RESTATED OPERATING AGREEMENT th
  ARTICLE I. THE COMPANY
 Formation
 Name
 Purposes; Powers
 Principal Place of Business th
 Term
 Registered Agent th
 Title to Property




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Payment of Individual Obligations
 Independent Activities; Transactions With Affiliates
 Definitions




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ARTICLE II. CAPITAL CONTRIBUTIONS; CAPITAL ACCOUNTS
 Initial Capital Contributions
 Additional Capital Contributions; Additional Units
 Capital Accounts




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ARTICLE III. ALLOCATIONS
 Profits
 Losses
 Special Allocations




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Regulatory Allocations
 Loss Limitation




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Other Allocation Rules
     Tax Allocations; Code Section 704(c)
 Tax Credit Allocations
 ARTICLE IV. DISTRIBUTIONS
 Net Cash Flow
 Amounts Withheld




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Limitations on Distributions
 ARTICLE V. MANAGEMENT
 Directors
  Number of Directors
 Farmers Energy
  Appointed Directors
    Appointment and Term of Farmers Energy Directors




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e.g.
 Appointment and Term of Other Directors
  Authority of Directors




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Director 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 of
this Agreement;(ii)
    
    Knowingly engage in 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.
  (i)
    
    Merge, consolidate, exchange or otherwise dispose of 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 at a purchase price that is less than thirty
percent (30%) of the purchase price offered to investors in the Companys
initial registered offering of Units filed with the Securities Exchange
Commission;(iv)
    
    Issue more than an aggregate number of 22,320 Units; or




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(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.
  Meetings
 Notice
 Conduct of Meeting
 Quorum




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Manner of Acting; Informal Action
 Presumption of Assent
 Compensation
 Committees; Authority
 Voting; Potential Financial Interest
 Duties and Obligations of Directors
 Officers




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Execution of Instruments
 Limitation of Liability
 Indemnification of Directors
 ARTICLE VI. MEMBERSHIP UNITS; MEMBERS
 Membership Units
 Certificates; Surrender for Transfer
 Members
 Additional Members




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Members Voting Rights
 Member Meetings
 Place of Meeting
 Conduct of Meetings
 Notice
 Contents of Notice then
 Adjourned Meetings provided




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Waiver of Notice
 Fixing of Record Date
 Quorum and Proxies
 Voting; Action by Members.
 Termination of Membership
 Continuation of the Company
 No Member Right of Redemption or Return of Capital
 Waiver of Dissenters Rights




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Loans
 ARTICLE VII. ACCOUNTING, BOOKS AND RECORDS
 Accounting, Books and Records
 Delivery to Members and Inspection
 Reports




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Tax Matters
 ARTICLE VIII. AMENDMENTS
 Amendments
 ARTICLE IX. TRANSFERS
 General Restrictions on Transfers




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Permitted Transfers
 Conditions Precedent to Transfers




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Prohibited Transfers provided
 No Dissolution or Termination
 Prohibition of Assignment
 Rights of Unadmitted Assignees




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Admission of Substitute Members provided
     Representations Regarding Transfers




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Distributions And Allocations In Respect of Transferred Units
 Additional Members
 ARTICLE X. DISSOLUTION AND WINDING UP
 Dissolution
 Winding Up




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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




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Character of Liquidating Distributions
 The Liquidator
 Forms of Liquidating Distributions
 ARTICLE XI. 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
 No Third Party Rights
 DULY ADOPTED
 ONE EARTH ENERGY, LLCBy:
    
    /s/Steven KellySteven KellyIts:
    
    President




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EXHIBIT A  Appointing Members
 Name and Address of MembersTopflight Grain Cooperative, Inc.
400 East Bodman
Bement, IL 61813Fisher Farmers Grain & Coal Company
1st Main Street
P.O. Box 7
Dewey, IL 61840Grand Prairie Co-op, Inc.
1st Calhoun
P.O. Box E
Tolono, IL 61880Ludlow Cooperative Elevator Company
100 W. Thomas
P.O. Box 155
Ludlow, IL 60949Alliance Grain Co.
1306 West 8th Street
Gibson City, IL 60936




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EXHIBIT B
 MEMBER SIGNATURE PAGE
 ADDENDUM TO THE SECOND AMENDED AND RESTATED
OPERATING AGREEMENT
OF ONE EARTH ENERGY, LLC
  Individuals:
    
    Entities:Name of Individual Member (Please Print)
    
    Name of Entity (Please Print)Signature of Individual
    
    Print Name and Title of OfficerName of Joint Individual Member (Please Print)
    
    Signature of OfficerSignature of Joint Individual MemberAgreed to and Accepted on Behalf of the
Company and its Members:ONE EARTH ENERGY, LLCBy:Its: