BYLAWS OF THE COEUR D'ALENES COMPANY 
ARTICLE I
SHAREHOLDERS' MEETINGS
Section 1.   Annual Meeting.  The annual meeting of the 
shareholders shall be held during the month of February each 
year or on such date and at such time as the directors may 
determine, for the election of directors and the transaction 
of such other business as may come before the meeting.
Section 2.   Special Meetings.  Special meetings of the 
shareholders may be called at any time by the President or 
by the Board of Directors.  At any time, upon receipt of 
written request of shareholders holding in the aggregate 
one-tenth (1/10) of the voting power of all shareholders, it 
shall be the duty of the Secretary or other person duly 
authorized, to call a special meeting of shareholders to be 
held at the registered office at such time as the Secretary 
or other duly authorized person may fix.  The notice of such 
meeting shall comply with the requirements set forth in 
Section 4 of this Article and shall further state the 
purpose or purposes for which the meeting is called.  If the 
Secretary or other duly authorized person shall neglect or 
refuse to issue such call, the shareholders making the 
request may do so.	   
Section 3.   Place of Meeting.  The annual meeting of 
shareholders or any special meeting of shareholders shall be 
held at the principal office of the corporation or at such 
other place either within or without the State of Idaho as 
determined by the Board of Directors.
Section 4.   Notice of Meetings.  Except as otherwise 
required by statute, notice of the time and place of each 
meeting of shareholders, whether annual or special, shall be 
given to each shareholder of record entitled to vote at such 
meeting not less than ten (10) nor more than fifty (50) days 
before the date of such meeting, by delivering a written or 
printed notice thereof to him or her personally, or by 
mailing such notice, in a postage-prepaid envelope addressed 
to the shareholder at the address as it appears on the stock 
transfer books of the corporation.
Section 5.   Waivers.  Notice of any meeting of shareholders 
shall not be required as to any shareholder who shall attend 
such meeting in person or by proxy; and if any shareholder 
shall, in person or by attorney duly authorized, waive 
notice of any meeting, whether before or after such meeting, 
notice thereof shall not be required as to the shareholder. 
Section 6.  Quorum.  Unless otherwise provided in the 
Articles of Incorporation, the presence in person or by 
proxy duly authorized, of the holders of the majority of the 
shares entitled to vote shall constitute a quorum for the 
transaction of business.  If a quorum be present, the 
affirmative vote of the majority of the shares represented 
at such meeting and entitled to vote on the subject matter 
shall be the act of the shareholders, unless the vote of a 
greater number is required by law or by the Articles of 
Incorporation, or other sections of these Bylaws.
Section 7.   Voting.  Unless otherwise provided in the 
Articles of Incorporation, every shareholder of record shall 
be entitled to one vote per share on each matter submitted 
to a vote at any meeting of shareholders.  No proxy shall be 
valid after eleven (11) months from the date of its 
execution, unless such proxy provides for a longer period.  
The Board of Directors may fix in advance a record date for 
the determination of shareholders entitled to vote at such 
meeting, or for any other purpose, as set forth in Article 
IV, Section 4 of these Bylaws.  No share of stock shall be 
voted at any meeting which shall have been transferred on 
the books of the corporation subsequent to the record date 
fixed herein and prior to the date of the meeting.  When a 
determination of the shareholders entitled to vote at any 
meeting of shareholders has been made, such determination 
shall apply to any adjournment thereof.
ARTICLE II
BOARD OF DIRECTORS
Section 1.   Number and Term of Office.  The number of 
directors who shall manage the affairs of this corporation 
shall be not less than the minimum number required by law 
nor more than nine (9).  The directors shall be elected 
annually, and each director shall continue in office until a 
successor shall have been elected and qualified, or until 
the director's death, or until he or she shall resign or 
shall have been removed.
Section 2.   Place of Meeting.  Meetings of the Board of 
Directors may be held either within or without the State of 
Idaho.
Section 3.   Annual Meeting.  The Board of Directors shall 
meet  immediately following the annual meeting of the 
shareholders and election of directors, for the purpose of 
election of officers of the corporation and the transaction 
of their business.  The annual meeting shall be held at the 
registered office of the corporation, or at such other place 
within or without the State of Idaho, which may be consented 
to by all directors.
Section 4.   Regular Meetings.  The Board of Directors may, 
by resolution adopted by the affirmative vote of a majority 
of the whole Board, from time to time, appoint the time and 
place for holding regular meetings of the Board if it be 
deemed advisable.  Such regular meetings shall thereupon be 
held at the time and place so appointed.  Notice of any such 
meeting or any adjournment thereof shall be mailed to each 
director, addressed to the director at his or her residence 
or usual place of business, not later than five (5) days 
before the day on which the meeting is to be held, or shall 
be sent to the director at such place by telegraph, or be 
delivered personally or by telephone, not later than five 
(5) days before such day of meeting.  In case the day 
appointed for a regular meeting shall fall upon a legal 
holiday, such meeting shall be held on the next following 
day not a legal holiday, at the regularly appointed hour.  
Except as otherwise provided in the Bylaws, any type of 
business may be transacted at any regular meeting.
Section 5.   Special Meetings.  Special meetings of the Board 
of Directors shall be held whenever called by the President, 
or by a majority of the directors.  Notice of any such 
meeting or any adjournment thereof shall be mailed to each 
director, addressed to the director at his or her residence 
or usual place of business, not later than five (5) days 
before the day on which the meeting is to be held, or shall 
be sent to the director at such place by telegraph, or be 
delivered personally or by telephone, not later than five 
(5) days before such day of meeting.  Notice of any meeting 
of the Board need not, however, be given to any director if 
waived by the director in writing or if the director shall 
be present at the meeting; and any meeting of the Board of 
Directors shall be a legal meeting without any notice 
thereof having been given if all the members shall be 
present thereat except as otherwise provided in the Bylaws 
or as may be indicated in the notice thereof, and any and 
all business may be transacted at any special meeting.
Section 6.   Quorum and Manner of Acting.  A majority of the 
number of directors fixed by resolution of the directors 
shall constitute a quorum for the transaction of business.  
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.  In the absence of a quorum, a majority 
of the directors present may adjourn any meeting, from time 
to time, until a quorum is present.
Section 7.   Resignations.  Any director of the corporation 
may resign at any time either by oral tender of resignation 
at any meeting of the Board or by giving written notice 
thereof to the Secretary.  Such resignation shall take 
effect at the time specified therefor; and, unless otherwise 
specified with respect thereto, the acceptance of such 
resignation shall not be necessary to make it effective.
Section 8.   Filling of Vacancies.  In the case of any 
vacancy or vacancies in the Board of Directors, such vacancy 
or vacancies shall be filled by the remaining directors.
Section 9.   Salaries and Bonuses.  The Board of Directors 
shall have power to fix salaries of officers, and the Board 
shall further have power to determine and authorize payment 
of bonuses from time to time as may be best determined by 
the financial condition of the corporation.
Section 10.   Conference Telephone.  Meetings of the Board of 
directors or any committee designated by the Board of 
Directors may be effectuated by means of conference 
telephone or similar communications equipment by means of 
which all persons participating in the meeting can hear each 
other at the same time, and participation by such means 
shall constitute presence in person at such meeting.
Section 11.   Action Without a Meeting.  Any action required 
or permitted to be taken by the Board of Directors at a 
meeting may be taken without a meeting if a consent in 
writing, setting forth the action so taken, shall be signed 
by all of the Directors.
 ARTICLE III
 COMMITTEES
 The Board of Directors may, by resolution adopted by a 
majority of the full Board of Directors, designate from 
among its members an Executive Committee and one or more 
other committees, each of which, to the extent provided in 
such resolution, shall have and may exercise all the 
authority of the Board of Directors, except no such 
committee shall have the authority to (1) authorize 
distributions or dividends or the issuance of shares, unless 
a resolution of the Board of Directors, or these Bylaws, or 
Articles of Incorporation expressly so provide; (2) approve 
or recommend to shareholders actions or proposals required 
by the statute to be approved by shareholders; (3) fill 
vacancies on the Board of Directors or any committee 
thereof; (4) amend the Bylaws; (5) fix compensation of any 
committee; (6) approve a plan of merger, consolidation, or 
exchange of shares not requiring shareholder approval; or 
(7) appoint other committees of the Board of Directors or 
the members thereof; or (8) amend the Articles of 
Incorporation.
 ARTICLE IV
 OFFICERS, EMPLOYEES, AND AGENTS
 POWERS AND DUTIES
 Section 1.  Officers.  The elected officers of the 
corporation shall be a President, who shall be a Director, 
one or more Vice Presidents, Secretary, and Treasurer.  The 
office of President and Secretary may not be held by the 
same person but any other offices may be combined in one 
person.  The Board of Directors may appoint such other 
officers and agents as from time to time may appear to be 
necessary or advisable in the conduct of the affairs of the 
corporation.
 Section 2.  Term of Office.  All officers shall hold office 
at the pleasure of the Board.
 Section 3.   Removal of Elected Officers.  Any elected 
officer may be removed at any time, either for or without 
cause, by affirmative vote of a majority of the whole Board 
of Directors, at any meeting called for the purpose.
 Section 4.  Vacancies.  If any vacancy occurs in any office, 
the Board of Directors may elect or appoint a successor to 
fill such a vacancy.
 Section 5.  The President.  The President shall be the chief 
executive officer of the corporation and shall have general 
and active control of its business and affairs.  The 
President shall preside, when present, at all meetings of 
the shareholders (except as otherwise provided by statute), 
and at all meetings of the Board of Directors.  The 
President shall have all powers usually appertaining to the 
office of President of a corporation.
 Section 6.  Vice President.  The Vice President shall 
perform all such duties and services as shall be assigned to 
or by required of him or her, from time to time, by the 
Board of Directors, and unless the authority be expressly 
limited, shall act in the place of the President, exercising 
all the President's powers and performing the President's 
duties during his or her absence or disability.  There may 
be one or more Vice Presidents.
 Section 7.  Secretary.  The Secretary shall attend to the 
giving of notice of all meetings of shareholders and of the 
Board of Directors and shall keep and attest true records of 
all proceedings thereat.  He or she shall have charge of the 
corporate seal and have authority to attest any and all 
instruments or writings to which the same may be affixed.  
The Secretary shall keep and account for all books, 
documents, papers and records of the corporation, except 
those which are hereinafter directed to be in charge of the 
Treasurer.  The Secretary shall have authority to sign stock 
certificates with the President or Vice President and shall 
generally perform all the duties usually appertaining to the 
office of Secretary of a corporation.
 Section 8.  Treasurer.  The Treasurer shall have the care 
and custody of all monies, funds and securities of the 
corporation and shall deposit or cause to be deposited all 
funds of the corporation in and with such depositories as 
the Board of Directors shall from time to time direct.  The 
Treasurer shall have the power to sign stock certificates, 
with the president or Vice President, to endorse for deposit 
or collection all checks, drafts, notes, bills of exchange 
or other commercial paper payable to the corporation and to 
give proper receipts of discharges therefor.  The Treasurer 
shall keep all books of account relating to the business of 
the corporation and shall render a statement of the 
corporation's financial condition at each annual meeting of 
the shareholders and whenever required so to do by the Board 
of Directors.
 Section 9.  Agents.  The agents appointed by the Board of 
Directors shall have such powers as given them by the said 
Board of Directors.
 ARTICLE V
 STOCK AND TRANSFER OF STOCK
 Section 1.  Stock Certificates.  Every shareholder shall be 
entitled to a certificate signed by the President or Vice 
President and the Secretary or Assistance Secretary of the 
corporation, certifying the number of shares owned by the 
shareholder in the corporation.  The seal of the corporation 
shall be affixed to the certificate
 Section 2.  Transfers of Stock.  Shares of stock may be 
transferred by delivery of the certificates therefor, 
accompanied either by an assignment in writing on the back 
of the certificates or by written power of attorney to sell 
assign, and transfer the same, signed by the record holder 
thereof; but no transfer shall affect the right of the 
corporation to pay any dividend upon the stock to the holder 
of record thereof or to treat the holder of record as the 
holder in fact thereof for all purposes, and no transfer 
shall be valid, except between the parties thereto, until 
such transfer shall have been made upon the books of the 
corporation.
 Section 3.  Lost Certificates.  In case any certificates of 
stock shall be lost, stolen, or destroyed, the Board of 
Directors, in its discretion, may authorize the issuance of 
a substitute certificate in place of the certificate so 
lost, stolen or destroyed; provided, that in each such case, 
the applicant for a substitute certificate shall furnish to 
the corporation evidence satisfactory to the corporation, in 
its discretion, of the loss, theft, or destruction of such 
certificate and of the ownership thereof, and also such 
security, or indemnity, as may be by it required.
 Section 4.  Record Date.  The Board of Directors is 
authorized, from time to time, to fix in advance a date, not 
more than fifty (50) nor less than ten (10) days preceding 
the date of any meeting of shareholders or the date for the 
payment of any dividend or the date of the allotment of 
rights or the date when any change or conversion or exchange 
of stock shall go into effect, as a record date for the 
determination of the shareholders entitled to receive 
payment of any such dividend, or to any such allotment of 
right or to exercise the rights with respect to any such 
change, conversion or exchange of stock, as the case may be.  
In such case, such shareholders, and only such shareholders 
as shall be entitled to notice of and to vote at such 
meeting, or to receive payment of such and to vote at such 
meeting, or to receive such allotment of rights or to 
exercise such rights, as the case may be, notwithstanding 
any transfer of any stock on the books of the corporation 
after any such record date fixed as aforesaid.
 The Board of Directors is also authorized, from time to 
time, when it is deemed necessary or advisable for the 
purpose, to prescribe a period of not more than fifty (50) 
nor less than ten (10) days at any one time during which no 
transfer of stock on the books of the corporation may be 
made.
 ARTICLE VI
 INDEMNIFICATION OF OFFICERS AND DIRECTORS
 Any person, his or her heirs, executors or administrators, 
shall be indemnified or reimbursed by the corporation for 
all reasonable expenses, including attorneys' fees actually 
incurred in connection with any action, suit or proceeding, 
civil or criminal, to which he or she or they shall be made 
a party by reason of being or having been a director, 
officer or employee of the corporation, or of any firm, 
corporation or organization, which he or she shall serve in 
any capacity at the request of the corporation  to the 
fullest extent permitted by 30-1-5 of the Idaho Code or any 
amendment or amendments thereto.  Where such indemnification 
may be permitted by the laws of the State of Idaho, the 
corporation shall assist in every manner reasonable under 
the circumstances to provide for such indemnification.
 ARTICLE VII
 AMENDMENTS
 These Bylaws may be repealed or amended and new Bylaws 
adopted at any annual meeting or special meeting of the 
Board of Directors.  The Board of Directors may adopt, 
alter, amend or repeal such Bylaws as shall be necessary for 
the regulation and management of the affairs of the 
corporation and which shall be consistent with the laws of 
the State of Idaho and the Articles of Incorporation.