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EXHIBIT 2.2
BYLAWS
OF
MANTICUS, INC.
(THE "CORPORATION")
Article I.
Office
The Board of Directors shall designate and the Corporation shall maintain a
principal office. The location of the principal office may be changed by the
Board of Directors. The Corporation also may have offices in such other places
as the Board may from time to time designate. The location of the initial
principal office of the Corporation shall be designated by resolution.
Article II.
Shareholders Meetings
1. Annual Meetings
The annual meeting of the shareholders of the corporation shall be held at
such place within or without the State of Colorado as shall be set forth in
compliance with these Bylaws. The meeting shall be held on the third Friday
of March of each year. If such day is a legal holiday, the meeting shall be
on the next business day. This meeting shall be for the election of
Directors and for the transaction of such/other business as may properly
come before it.
2. Special Meetings
Special meetings of shareholders, other than those regulated by statute,
may be called by the President upon written request of the holders of 50%
or more of the outstanding shares entitled to vote at such special meeting.
Written notice of such meeting stating the place, the date and hour of the
meeting, the purpose or purposes for which it is called, and the name of
the person by whom or at whose direction the meeting is called shall be
given.
3. Notice of Shareholders Meetings
The Secretary shall give written notice stating the place, day, and hour of
the meeting, and in the case of a special meeting, the purpose of purposes
for which the meeting is called, which shall be delivered not less than ten
or more than fifty days before the date of the meeting, either personally
or by mail to each shareholder of record entitled to vote at such meeting.
If mailed, such notice shall be deemed to be delivered when deposited in
the United States mail, addressed to the shareholder at his address as it
appears on the books of the Corporation, with
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postage thereon prepaid. Attendance at the meeting shall constitute a
waiver of notice thereof.
4. Place of Meeting
The Board of Directors may designate any place, wither within or without
the State of Nevada, as the place of meeting for any annual meeting or for
any special meeting called by the Board of Directors. A waiver of notice
signed by all shareholders entitled to vote at a meeting may designate any
place, either within or without the State of Nevada, as the place for the
holding of such meeting. If no designation is made, or if a special
meeting is otherwise called, the place of meeting shall be the principal
office of the Corporation.
5. Record Date
The Board of Directors may fix a date not less than ten nor more than sixty
days prior to any meeting as the record date for the purpose of determining
shareholders entitled to notice of and to vote at such meetings of the
shareholders. The transfer books may be closed by the Board of Directors
for a stated period not to exceed fifty days for the purpose of determining
shareholders entitled to receive payment of any dividend, or in order to
make a determination of shareholders for any other purpose.
6. Quorum
A majority of the outstanding shares of the Corporation entitled to vote,
represented in person or by proxy, shall constitute a quorum at a meeting
of shareholders. If less than a majority of the outstanding shares are
represented at a meeting, a majority of the shares so represented may
adjourn the meeting from time to time without further notice. At a meeting
resumed after any such adjournment at which a quorum shall be present or
represented, any business may be transacted, which might have been
transacted at the meeting as originally noticed.
7. Voting
A holder of an outstanding share, entitled to vote at a meeting, may vote
at such meeting in person or by proxy. Except as may otherwise be provided
in the currently filed Articles of Incorporation, every shareholder shall
be entitled to one vote for each share standing in his name on the record
of shareholders. Except as herein or in the currently filed Articles of
Incorporation otherwise provided, all corporate action shall be determined
by a majority of the vote's cast at a meeting of shareholders by the
holders of shares entitled to vote thereon.
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8. Proxies
At all meetings of shareholders, a shareholder may vote in person or by
proxy executed in writing by the shareholder or by his duly authorized
attorney-in-fact. Such proxy shall be filed with the Secretary of the
Corporation before or at the time of the meeting. No proxy shall be valid
after six months from the date of its execution.
9. Informal Action by Shareholders
Any action required to be taken at a meeting of the shareholders, may be
taken without a meeting if a consent in writing, setting forth the action
so taken, shall be signed by a majority of the shareholders entitled to
vote with respect to the subject matter thereof.
Article III.
Board of Directors
1. General Powers
The business and affairs of the Corporation shall be managed by its Board
of Directors. The Board of Directors may adopt such rules and regulations
for the conduct of their meetings and the management of the Corporation as
they appropriate under the circumstances. The Board shall have authority
to authorize changes in the Corporation's capital structure.
2. Number, Tenure and Qualification
The number of Directors of the Corporation shall be a number between one
and five, as the Directors may by resolution determine from time to time.
Each of the Directors shall hold office until the next annual meeting of
shareholders and until his successor shall have been elected and qualified.
3. Regular Meetings
A regular meeting of the Board of Directors shall be held without other
notice than by this Bylaw, immediately after and, at the same place as the
annual meeting of shareholders. The Board of Directors may provide, by
resolution, the time and place for the holding of additional regular
meetings without other notice than this resolution.
4. Special Meetings
Special meetings of the Board of Directors may be called by order of the
Chairman of the Board or the President. The Secretary shall give notice of
the
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time, place and purpose or purposes of each special meeting by mailing the
same at least two days before the meeting or by telephone, telegraphing or
telecopying the same at least one day before the meeting to each Director.
Meeting of the Board of Directors may be held by telephone conference call.
5. Quorum
A majority of the members of the Board of Directors shall constitute a
quorum for the transaction of business, but less than a quorum may adjourn
any meeting from time to time until a quorum shall be present, whereupon
the meeting may be held, as adjourned, without further notice. At any
meeting at which every Director shall be present, even though without any
formal notice, any business maybe transacted.
6. Manner of Acting
At all meetings of the Board of Directors, each Director shall have one
vote. The act of a majority of Directors present at a meeting shall be the
act of the full Board of Directors, provided that a quorum is present.
7. Vacancies
A vacancy in the Board of Directors shall be deemed to exist in the case of
death, resignation, or removal of any Director, or if the authorized number
of Directors is increased, or if the shareholders fail, at any meeting of
the shareholders, at which any Director is to be elected, to elect the full
authorized number of Director to be elected at that meeting.
8. Removals
Directors may be removed, at any time, by a vote of the shareholders
holding a majority of the shares outstanding and entitled to vote. Such
vacancy shall be filled by the Directors then in office, though less than a
quorum, to hold office until the next annual meeting or until his successor
is duly elected and qualified, except that any directorship to be filled by
election by the shareholders at the meeting at which the Director is
removed. No reduction of the authorized number of Directors shall have the
effect of removing any Director prior to the expiration of his term of
office.
9. Resignation
A Director may resign at any time by delivering written notification
thereof to the President or Secretary of the Corporation. A resignation
shall become effective upon its acceptance by the Board of Directors;
provided, however, that if the Board of Directors has not acted thereon
within ten days from the date of its delivery, the resignation shall be
deemed accepted.
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10. Presumption of Assent
A Director of the Corporation who is present at a meeting of the Board of
Directors at which action on any corporate matter is taken shall be
presumed to have assented to the action(s) taken unless his dissent shall
be placed in the minutes of the meeting or unless he shall file his
written dissent to such action with the person acting as the secretary of
the meeting before the adjournment thereof or shall forward such dissent by
registered mail to the Secretary of the Corporation immediately after the
adjournment of the meeting. Such right to dissent shall not apply to a
Director who voted in favor of such action.
11. Compensation
By resolution of the Board of Directors, the Directors may be paid their
expenses, if any, of attendance at each meeting of the Board of Directors
or a stated salary as Director. No such payment shall preclude any
Director from serving the Corporation in any other capacity and receiving
compensation therefor.
12. Emergency Power
When, due to a national disaster or death, a majority of the Directors are
incapacitated or otherwise unable to attend the meetings and function as
Directors, the remaining members of the Board of Directors shall have all
the powers necessary to function as a complete Board, and for the purpose
of doing business and filling vacancies shall constitute a quorum, until
such time as all Directors can attend or vacancies can be filled pursuant
to these Bylaws.
13. Chairman
The Board of Directors may elect from its own number a Chairman of the
Board, who shall preside at all meetings of the Board of Directors, and
shall perform such other duties as may be prescribed from time to time by
the Board of Directors. The Chairman may by appointment fill any vacancies
on the Board of Directors.
Article IV.
Officers
1. Number
The Officers of the Corporation shall be a President, one or more Vice
Presidents, and a Secretary Treasurer, each of whom shall be elected by a
majority of the Board of Directors. Such other Officers and assistant
Officers as may be deemed necessary may be elected or appointed by the
Board of Directors. In its
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discretion, the Board of Directors may leave unfilled for any such period
as it may determine any office except those of President and Secretary. Any
two or more offices may be held by the same person. Officers may or may not
be Directors or shareholders of the Corporation.
2. Election and Term of Office
The Officers of the Corporation to be elected by the Board of Directors
shall be elected annually by the Board of Directors at the first meeting of
the Board of Directors held after each annual meeting of the shareholders.
If the election of Officers shall not be held at such meeting, such
election shall be held as soon thereafter as convenient. Each Officer
shall hold office until his successor shall have been duly elected and
shall have qualified or until his death or until he shall resign or shall
have been removed in the manner hereinafter provided.
3. Resignations
Any Officer may resign at any time by delivering a written resignation
either to the President or to the Secretary. Unless otherwise specified
therein, such resignation shall take effect upon delivery.
4. Removal
Any Officer or agent may be removed by the Board of Directors whenever in
its judgment the best interests of the Corporation will be served thereby,
but such removal shall be without prejudice to the contract rights, if any,
of the person so removed. Election or appointment of an Officer or agent
shall not of itself create contract rights. Any such removal shall require
a majority vote of the Board of Directors, exclusive of the Officer in
question if he is also a Director.
5. Vacancies
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, or if a new office shall be created, may be
filled by the Board of Directors for the unexpired portion of the term.
6. President
The President shall be the chief executive and administrative Officer of
the Corporation. He shall preside at all meetings of the stockholders and,
in the absence of the Chairman of the Board, at meetings of the Board of
Directors. He shall exercise such duties as customarily pertain to the
office of President and shall have general and active supervision over the
property, business, and affairs of the Corporation and over its several
Officers, agents, or employees other than those appointed by the Board of
Directors. He may sign, execute and deliver in the name of the Corporation
powers of attorney, contracts, bonds and other
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obligations, and shall perform such other duties as may be prescribed from
time to time by the Board of Directors or by the Bylaws.
7. Vice President
The Vice President shall have such powers and perform such duties as may be
assigned to him by the Board of Directors or the President. In the absence
or disability of the President, the Vice President designated by the Board
or the President shall perform the duties and exercise the powers of the
President. A Vice President may sign and execute contracts and other
obligations pertaining to the regular course of his duties.
8. Secretary
The Secretary shall keep the minutes of all meetings of the stockholders
and of the Board of Directors and, to the extent ordered by the Board of
Directors or the President, the minutes of meetings of all committees. He
shall cause notice to be given of meetings of stockholders, of the Board of
Directors, and of any committee appointed by the Board. He shall have
custody of the corporate seal and general charge of the records, documents
and papers of the Corporation not pertaining to the performance of the
duties vested in other Officers, which shall at all reasonable times be
open to the examination of any Directors. He may sign or execute contracts
with the President or a Vice President thereunto authorized in the name of
the Corporation and affix the seal of the Corporation thereto. He shall
perform such other duties as may be prescribed from time to time by the
Board of Directors or by the Bylaws.
9. Treasurer
The Treasurer shall have general custody of the collection and disbursement
of funds of the Corporation. He shall endorse on behalf of the Corporation
for collection checks, notes and other obligations, and shall deposit the
same to the credit accounts to any Director of the Corporation upon
application at the office of the Corporation during business hours; and,
whenever required by the Board of Directors or the President, shall render
a statement of his accounts. He shall perform such other duties as may be
prescribed from time to time by the Board of Directors or by the Bylaws.
10. Other Officers
Other Officers shall perform such duties and shall have such powers as may
be assigned to them by the Board of Directors.
11. Salaries
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The salaries or other compensation of the Officers of the Corporation shall
be fixed from time to time by the Board of Directors, except that the Board
of Directors may delegate to any person or group of persons the power to
fix the salaries or other compensation of any subordinate Officers or
agents. No Officer shall be prevented from receiving any such salary or
compensation by reason of the fact that he is also a Director of the
Corporation.
12. Surety Bonds
In case the Board of Directors shall so require, any Officer or agent of
the Corporation shall execute to the Corporation a bond in such sums and
with such surety or sureties as the Board of Directors may direct,
conditioned upon the faithful performance of his duties to the Corporation,
including responsibility for negligence and for the accounting for all
property, moneys or securities of the Corporation, which may come into his
hands.
Article V.
Contracts, Loans, Checks and Deposits
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 on behalf of the Corporation and such authority may be
general or confined to specific instances.
2. Loans
No loan or advance shall be contracted on behalf of the Corporation, no
negotiable paper or other evidence of its obligation under any loan or
advance shall be issued in its name, and no property of the Corporation
shall be mortgaged, pledged, hypothecated or transferred as security for
the payment of any loan, advance, indebtedness or liability of the
Corporation unless and except as authorized by the Board of Directors. Any
such authorization may be general or confined to specific instances.
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, or as
may be selected by an Officer or agent of the Corporation authorized to do
so by the Board of Directors.
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4. Check and Drafts
All notes, drafts, acceptances, checks, endorsements and evidence of
indebtedness of the Corporation shall be signed by such Officer or Officers
or such agent or agents of the Corporation and in such manner as the Board
of Directors from time to time may determine. Endorsements for deposits to
the credit of the Corporation in any of its duly authorized depositories
shall be made in such manner as the Board of Directors may from time to
time determine.
5. Bonds and Debentures
Every bond or debenture issued by the Corporation shall be in the form of
an appropriate legal writing, which shall be signed by the President or
Vice President and by the Treasurer or by the Secretary, and sealed with
the seal of the Corporation. The seal may be facsimile, engraved or
printed. Where such bond or debenture is authenticated with the manual
signature of an authorized Officer of the Corporation or other trustee
designated by the indenture of trust or other agreement under which such
security is issued, the signature of any of the Corporation's Officers
named thereon may be facsimile. In case any Officer who signed, or whose
facsimile signature has been used on any such bond or debenture, shall
cease to be an Officer of the Corporation for any reason before the same
has been delivered by the Corporation, such bond or debenture may
nevertheless be adopted by the Corporation and issued and delivered as
though the person who signed it or whose facsimile signature has been used
thereon had not ceased to be such Officer.
Article VI
Capital Stock
1. Certificate of Share
The shares of the Corporation shall be represented by certificates prepared
by the Board of Directors and signed by the President. The signatures of
such Officers upon a certificate may be facsimiles if the certificate is
countersigned by a transfer agent or registered by a registrar other than
the Corporation itself or one of its employees. All certificates for
shares shall be consecutively numbered or otherwise identified. The name
and address of the person to whom the shares represented thereby are
issued, with the number of shares and date of issue, shall be entered on
the stock transfer books of the Corporation. All certificates surrendered
to the Corporation for transfer shall be canceled except that in case of a
lost, destroyed or mutilated certificate, a new one may be issued therefor
upon such terms and indemnity to the Corporation as the Board of Directors
may prescribe.
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2. Transfer of Shares
Transfer of shares of the Corporation shall be made only on the stock
transfer books of the Corporation by the holder of record thereof or by his
legal representative, who shall furnish proper evidence of authority to
transfer, or by his attorney thereunto authorized by power of attorney duly
executed and filed with the Secretary of the Corporation, and on surrender
for cancellation of the certificate for such shares. The person in whose
name shares stand on the books of the Corporation shall be deemed by the
Corporation to be the owner thereof for all purposes.
3. Transfer Agent and Registrar
The Board of Directors shall have the power to appoint one or more transfer
agents and registrars for the transfer and registration of certificates of
stock of any class, and may require that stock certificates shall be
countersigned and registered by one or more of such transfer agents and
registrars.
4. Lost or Destroyed Certificates
The Corporation may issue a new certificate to replace any certificate
theretofore issued by it alleged to have been lost or destroyed. The Board
of Directors may require the owner of such a certificate or his legal
representative to give the Corporation a bond in such sum and with such
sureties as the Board of Directors may direct to indemnify the Corporation
as transfer agents and registrars, if any, against claims that may be made
on account of the issuance of such new certificates. A new certificate may
be issued without requiring any bond.
5. Consideration for Shares
The capital stock of the Corporation shall be issued for such consideration
as shall be fixed from time to time by the Board of Directors. In the
absence of fraud, the determination of the Board of Directors as to the
value of any property or services received in full or partial payment of
shares shall be conclusive.
6. Registered Shareholders
The Corporation shall be entitled to treat the holder of record of any
share or shares of stock as the holder thereof, in fact, and shall not be
bound to recognize any equitable or other claim to or on behalf of the
Corporation to any and all of the rights and powers incident to the
ownership of such stock at any such meeting, and shall have power and
authority to execute and deliver proxies and consents on behalf of this
Corporation in connection with the exercise by this Corporation of the
rights and powers incident to the ownership of such stock. The Board of
Directors, from time to time, may confer like powers upon any other person
or persons.
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Article VII.
Indemnification
No Officer or Directors shall be personally liable for any obligations of
the Corporation or for any duties or obligations arising out of any acts or
conduct of said Officer or Director performed for or on behalf of the
Corporation. The Corporation shall and does hereby indemnify and hold
harmless each person and his heirs and administrators who shall serve at
any item hereafter as a Director or Officer of the Corporation from and
against any and all claims, judgments and liabilities to which such persons
shall become subject by reason of his having heretofore or hereafter been a
Director or Officer of the Corporation, or by reason of any action alleged
to have heretofore or hereafter taken or omitted to have been taken by him
as such Director or Officer, and shall reimburse each such person for all
legal and other expenses reasonably incurred by him in connection with any
such claim or liability, including power to defend such persons from all
suits or claims as provided for under the provisions of the Nevada Revised
Statutes; provided, however, that no such persons shall be indemnified
against, or be reimbursed for, any expense incurred in connection with any
claim or liability arising out of his own negligence or willful misconduct.
The rights accruing to any person under the foregoing provisions of this
section shall not exclude any other right to which he may lawfully be
entitled, nor shall anything herein contained restrict the right of the
Corporation to indemnify or reimburse such person in any proper case, even
though not specifically herein provided for. The Corporation, its
Directors, Officers, employees and agents shall be fully protected in
taking any action or making any payment, or in refusing so to do in
reliance upon the advice of counsel.
Article VIII.
Notice
Whenever any notice is required to be given to any shareholder or Director
of the Corporation under the provisions of the Articles of Incorporation,
or under the provisions of the Nevada Statutes, a waiver thereof in writing
signed by the person or persons entitled to such notice, whether before or
after the time stated therein, shall be deemed equivalent to the giving of
such notice. Attendance at any meeting shall constitute a waiver of notice
of such meetings, except where attendance is for the express purpose of
objecting to the holding of that meeting.
Article IX.
Amendments
These Bylaws may be altered, amended, repealed, or new Bylaws adopted by a
majority of the entire Board of Directors at any regular or special
meeting. Any
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Bylaw adopted by the Board may be repealed or changed by the action of the
shareholders.
Article X.
Fiscal Year
The fiscal year of the Corporation shall be fixed and may be varied by
resolution of the Board of Directors.
Article XI.
Dividends
The Board of Directors may at any regular or special meeting, as they deem
advisable, declare dividends payable out of the surplus of the Corporation.
Article XII.
Corporate Seal
The seal of the Corporation shall be in the form of a circle and shall bear
the name of the Corporation and the year of incorporation per sample
affixed hereto.
Date: March 4, 1996
/s/ Fritz Voelker
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Fritz Voelker, Secretary
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