**EXHIBIT 31.2**

 

**Certificationof the Principal Accounting Officer**

**(Section 302of the Sarbanes-Oxley Act of 2002)**

 

I, Amanda L. Engles, Principal Accounting Officer and Treasurer,certify that:

 

1.     I have reviewed this annualreport on Form 10-K of Emclaire Financial Corp.;

 

2.     Based on my knowledge, thisannual report does not contain any untrue statement of a material fact or omitto state a material fact necessary to make the statements made, in light of thecircumstances under which such statements were made, not misleading withrespect to the period covered by this annual report;

 

3.     Based on my knowledge, thefinancial statements and other financial information included in this annualreport, fairly present in all material respects, the financial condition,results of operations and cash flows of the registrant as of, and for, theperiods presented in this annual report;

 

4.     The registrant’s othercertifying officers and I are responsible for establishing and maintainingdisclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and15d-15(e)) and internal controls over financial reporting (as defined inExchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and wehave:

 

(a)           Designed such disclosure controls andprocedures, or caused such disclosure controls and procedures to be designedunder our supervision, to ensure that material information relating to theregistrant, including its consolidated subsidiaries, is made known to us byothers within those entities, particularly during the period in which thisreport is being prepared;

 

(b)           Designed such internal controls overfinancial reporting or caused such internal controls over financial reportingto be designed under our supervision, to provide reasonable assurance regardingthe reliability of financial reporting and preparation of financial statementsfor external purposes in accordance with generally accepted accountingprinciples.

 

(c)           Evaluated the effectiveness of theregistrant’s disclosure controls and procedures and presented in this reportour conclusions about the effectiveness of the disclosure controls andprocedures, as of the end of the period covered by this report based on suchevaluation; and

 

(d)           Disclosed in this report any change in theregistrant’s internal control over financial reporting that occurred during theregistrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarterin the case of an annual report) that has materially affected, or is reasonablylikely to materially affect, the registrant’s internal control over financialreporting.

 

5.     The registrant’s othercertifying officer(s) and I have disclosed, based on our most recentevaluation of internal control over financial reporting, to the registrant’sauditors and the audit committee of the registrant’s board of directors (orpersons performing the equivalent functions):

 

(a)           All significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the registrant’sability to record, process, summarize and report financial information; and

 

(b)           Any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theregistrant’s internal control over financial reporting.

 

Date: March 27, 2009

 
|   | By:    | /s/ Amanda L. Engles                    |
|--------|--------|-----------------------------------------|
|   |   | Amanda L. Engles                        |
|   |   | Principal Accounting Officer

Treasurer |

 

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