ARTICLE I

Membership

The corporation shall have no members. Sole control of the corporation shall be vested in the Board of Directors of the corporation

ARTICLE II

Board of Directors

Section 1. General Powers. The Board of Directors shall have the general management and control of the business and affairs of the corporation and may exercise all the powers possessed by the corporation.

Section 2. Number of Directors. The number of directors of the corporation shall be not less than seven (7) nor more than twenty-one (21).

Section 3. Election of Directors. The Board of Directors shall consist of three classes, Class A, Class B and Class C with as even a number of directors as possible in each class. Of the first Board of Directors, three directors shall be Class A directors and shall serve for a term ending at the 2003 annual meeting of the Board of Directors, three directors shall be Class B directors and shall serve for a term ending at the 2002 annual meeting of the Board of Directors, and three directors shall be Class C directors and shall serve for a term ending at the 2001 annual meeting of the Board of Directors. At each annual meeting of the Board of Directors, beginning with the 2001 annual meeting, the class of directors being elected shall be elected to serve until the next annual meeting of members held three years next following and until their successors shall be elected and shall qualify. All elections to the Board of Directors shall be made by the existing Board of Directors by a majority vote. A majority of the existing directors shall have the sole and absolute authority to increase or decrease the number of directors within the limits delineated by Section 2 of this ARTICLE II. Any directorship to be filled by reason of an increase in the number of authorized directors shall be filled by the affirmative vote of a majority of the directors then in office. Any increase in the number of authorized directors shall be apportioned across the classes of directors in such manner as the directors may determine; provided that such apportionment shall maintain as even a number of directors as possible in each class.

Section 4. Annual Meeting. The annual meeting of the Board of Directors shall be held on the second Tuesday in February of each year, beginning with the year 2000, at a time to be determined by the President, for the purpose of the annual election of the Board of Directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next succeeding business day. If the election of the Board of Directors shall not be held on the day designated herein for any annual meeting of directors, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the Board of Directors as soon there after as conveniently may be. The annual meeting may be held without any other notice than this Bylaw at the office of the U.S. Natural Resources Conservation Service in Iowa Falls, Iowa.

Section 5. Special Meetings. Special meetings of the Board of Directors, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or by any two (2) directors of the existing Board of Directors.

Section 6. Place of Board of Directors' Meeting. The existing directors of the Board of Directors may designate any place, either within or without the State of Iowa, as the place of meeting for any annual meeting or for any special meeting of the Board of Directors. If no designation or notice of the place of meeting is given, the meeting shall be held at Iowa Falls, Iowa.

Section 7. Notice. Notice of any special meeting shall be given and notice of any annual meeting may be given at least three (3) days previous thereto by written notice delivered personally or mailed (whether by U.S. Postal Service mail, facsimile or electronic mail) to each director at his business or home address. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

Section 8. Quorum. A majority of the number of directors then in office shall constitute a quorum for the transaction of business; provided, that if less than a majority of such number of directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.

Section 9. Manner of Acting. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

Section 10. Vacancies. Any vacancy occurring in the Board of Directors shall be filled by the affirmative vote of a majority of the directors then in office, even if less than a quorum of the Board of Directors. A director so elected shall be elected for the unexpired term of his predecessor in office.

Section 11. Compensation. No director of the corporation shall receive compensation for services rendered.

Section 12. Presumption of Assent. 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 he shall file his written dissent to such action with the person acting as Secretary of the meeting before the adjournment thereof or shall forward such dissent by registered or certified mail to the Secretary of the corporation immediately after the adjournnent of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

ARTICLE III

Officers

Section 1. Number. The officers of the corporation shall consist of a President, a Vice President, a Secretary and a Treasurer, and such other officers or assistant officers as may be elected by the Board of Directors. Any two or more offices may be held by the same person.

Section 2. Election and Term of Office. The officers of the corporation shall be elected annually by the Board of Directors at the annual meeting of the Board of Directors. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office for a one (1) year term or until he shall have been removed in the manner hereinafter provided. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 3. Removal. Any officer or agent may be removed by a majority vote of The Board of Directors at any annual or special meeting of the Board of Directors.

Section 4. Vacancies. A vacancy in any office, because of death, resignation, removal, disqualification, or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 5. The President. The President shall exercise a general supervision and direction of the affairs of the corporation. The President shall preside at all meetings of the Board of Directors. The President may sign, with the Secretary, or any other proper officer of the corporation thereunto authorized by the Board of Directors, deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the corporation or shall be required by law to be otherwise signed or executed. In general, the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors.

Section 6. The Vice President. In the absence of the President or in the event of the President's death, inability or refusal to act, the Vice President 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; and in addition thereto, shall perform such other duties as may be assigned to the Vice President by the President or by the Board of Directors or prescribed by the Bylaws.

Section 7. The Secretary. The Secretary shall keep the minutes of the Board of Directors' meetings in one or more books provided for that purpose; see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records; and in general perform 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 by the Board of Directors.

Section 8. The Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds of the corporation; receive and give receipts for moneys due and payable to the corporation; and deposit all such moneys in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of ARTICLE IV of these Bylaws. The Treasurer shall in general perform all duties incident to the office of Treasurer and such other duties as from time to time may be assigned to the Treasurer by the President or by the Board of Directors.

Section 9. Other Officers and Assistant Officers. Any other officers or assistant officers elected by the Board of Directors shall perform such duties as shall be assigned to them by their superior officers or by the President or by the Board of Directors.

Section 10. Salaries. No officer of the corporation shall receive compensation for services rendered. Upon authorization of the Board of Directors, officers may be reimbursed for out-of-pocket expenses incurred while carrying out assigned duties for the corporation.

ARTICLE IV

Contracts. Loans. Checks and Deposits

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and or behalf of the corporation, and such authority may be general or confined to specific instances.

Section 2. Checks, Drafts, Etc. All checks, drafts, or other orders for the payment of money 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 Board of Directors.

Section 3. Deposits. 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 Board of Directors may select.

ARTICLE V

Fiscal Year

The fiscal year of the corporation shall begin on the first day of January and end on the last day of December of each year.

ARTICLE VI

Waiver of Notice

Whenever any notice is required to be given to any director of the corporation under the provisions of the Iowa Nonprofit Corporation Act or under the provisions of the Articles of Incorporation or Bylaws of the corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated for giving of such notice, shall be equivalent to the giving of such notice.

ARTICLE VII

Permanent Committees

Section 1. Makeup. The Board of Directors may establish such permanent committees as it deems necessary and proper, and members shall be appointed by the President with approval by the Board of Directors.

Section 2. Temporary Committees. Temporary conmmittees may be named by the President, as need arises.

ARTICLE VIII

Indemnification of Directors and Officers

The corporation shall indenmify a director, officer, employee, agent, or volunteer of this corporation to the fullest extent possible against expenses, including attorneys' fees, judgments, fines, settlements and reasonable expenses, actually incurred by such person with respect to any proceeding against such person relating to his conduct as a director, officer, employee, agent, or volunteer, except that the mandatory indemnification required by this sentence shall not apply (i) to a breach of such persons duty of loyalty to the corporation, (ii) for acts or omissions not in good faith or which involve intentional misconduct or knowing violation of the law, (iii) for a transaction from which such person derived an improper personal benefit, or (iv) against judgments, penalties, fines, and settlements arising from any proceeding by of in the right of the corporation, or against expenses in any such case where such person shall be adjudged liable to the corporation, No amendment to or repeal of this ARTICLE VIII shall apply to or have any effect on the indemnification hereunder of any director, officer, employee, agent or volunteer of the corporation for or with respect to any acts or omissions of such person occuring prior to such amendment or repeal.

ARTICLF IX

Amendments

These Bylaws may be altered, amended, or repealed and new Bylaws may be adopted at any meeting of the Board of Directors of the corporation by a majority vote of the directors present at the meeting.

The foregoing are the Bylaws of Southfork Watershed Alliance, Inc., duly adopted at the Organizational Meeting of the Board of Directors held on the 19th day of October, 1999.

Allen Kadolph, Secretary