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 meeting will be held as soon as 
practical after the shareholders' meeting 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.