ibiis820100208ex4-b.htm


    
      

      

    

    EXHIBIT
4(b)

    
      


      


      BY
LAWS

      OF

      Island
Breeze International, Inc.

      (a
Delaware corporation)

      
        
          

        

      

       

      ARTICLE
I

      STOCKHOLDERS

      


               
 1.  CERTIFICATES REPRESENTING STOCK.  Certificates
representing stock in the corporation shall be signed by, or in the name of, the
corporation by the Chairman or Vice Chairman of the Board of Directors, if any,
or by the President or a Vice President and by the Treasurer or an Assistant
Treasurer or the Secretary or an Assistant Secretary of the
corporation.  Any or all the signatures on any such certificate may be
a facsimile.  In case any officer, transfer agent, or registrar who
has signed or whose facsimile signature has been placed upon a certificate shall
have ceased to be such officer, transfer agent, or registrar before such
certificate is issued, it may be issued by the corporation with the same effect
as if he were such officer, transfer agent, or registrar at the date of
issue.

      


                 Whenever
the corporation shall be authorized to issue more than one class of stock or
more than one series of any class of stock, and whenever the corporation shall
issue any shares of its stock as partly paid stock, the certificates
representing shares of any such class or series or of any such partly paid stock
shall set forth thereon the statements prescribed by the General Corporation
Law.  Any restrictions on the transfer or registration of transfer of
any shares of stock of any class or series shall be noted conspicuously on the
certificate representing such shares.

      


                 The
corporation may issue a new certificate of stock or uncertificated shares in
place of any certificate theretofore issued by it, alleged to have been lost,
stolen, or destroyed, and the Board of Directors may require the owner of the
lost, stolen, or destroyed certificate, or his legal representative, to give the
corporation a bond sufficient to indemnify the corporation against any claim
that may be made against it on account of the alleged loss, theft, or
destruction of any such certificate or the issuance of any such new certificate
or uncertificated shares.

      


                 2.  UNCERTIFICATED
SHARES.  Subject to any conditions imposed by the General Corporation
Law, the Board of Directors of the corporation may provide by resolution or
resolutions that some or all of any or all classes or series of the stock of the
corporation shall be uncertificated shares.  Within a reasonable time
after the issuance or transfer of any uncertificated shares, the corporation
shall send to the registered owner thereof the written notice prescribed by the
General Corporation Law.

      


                 3.  FRACTIONAL
SHARE INTERESTS.  The corporation may, but shall not be required to,
issue fractions of a share.  If the corporation does not issue
fractions of a share, it shall (i) arrange for the disposition of fractional
interests by those entitled thereto, (ii) pay in cash the fair value of
fractions of a share as of the time when those entitled to receive such
fractions are determined, or (iii) issue scrip or warrants in registered form
(either represented by a certificate or uncertificated) or bearer form
(represented by a certificate) which shall entitle the holder to receive a full
share upon the surrender of such scrip or warrants aggregating a full
share.  A certificate for a fractional share or an uncertificated
fractional share shall, but scrip or warrants shall not unless otherwise
provided therein, entitle the holder to exercise voting rights, to receive
dividends thereon, and to participate in any of the assets of the corporation in
the event of liquidation.   The Board of Directors may cause
scrip or warrants to be issued subject to the conditions that they shall become
void if not exchanged for certificates representing the full shares or
uncertificated full shares before a specified date, or subject to the conditions
that the shares for which scrip or warrants are exchangeable may be sold by the
corporation and the proceeds thereof distributed to the holders of scrip or
warrants, or subject to any other conditions which the Board of Directors may
impose.


      
        
           


        

        
           


          
            

          

        

        
           


        

      


                 4.  STOCK
TRANSFERS.  Upon compliance with provisions restricting the transfer
or registration of transfer of shares of stock, if any, transfers or
registration of transfers of shares of stock of the corporation shall be made
only on the stock ledger of the corporation by the registered holder thereof, or
by his attorney thereunto authorized by power of attorney duly executed and
filed with the Secretary of the corporation or with a transfer agent or a
registrar, if any, and, in the case of shares represented by certificates, on
surrender of the certificate or certificates for such shares of stock properly
endorsed and the payment of all taxes due thereon.

      


                 5.  RECORD
DATE FOR STOCKHOLDERS.  For the purpose of determining the
stockholders entitled to notice of or to vote at any meeting of stockholders or
any adjournment thereof, or to express consent to corporate action in writing
without a meeting, or entitled to receive payment of any dividend or other
distribution or the allotment of any rights, or entitled to exercise any rights
in respect of any change, conversion, or exchange of stock or for the purpose of
any other lawful action, the directors may fix, in advance, a record date, which
shall not be more than sixty days nor less than ten days before the date of such
meeting, nor more than sixty days prior to any other action.  If no
record date is fixed, the record date for determining stockholders entitled to
notice of or to vote at a meeting of stockholders shall be at the close of
business on the day next preceding the day on which notice is given, or, if
notice is waived, at the close of business on the day next preceding the day on
which the meeting is held; the record date for determining stockholders entitled
to express consent to corporate action in writing without a meeting, when no
prior action by the Board of Directors is necessary, shall be the day on which
the first written consent is expressed; and the record date for determining
stockholders for any other purpose shall be at the close of business on the day
on which the Board of Directors adopts the resolution relating
thereto.  A determination of stockholders of record entitled to notice
of or to vote at any meeting of stockholders shall apply to any adjournment of
the meeting; provided, however, that the Board of Directors may fix a new record
date for the adjourned meeting.

      


                 6.  MEANING
OF CERTAIN TERMS.  As used herein in respect of the right to notice of
a meeting of stockholders or a waiver thereof or to participate or vote thereat
or to consent or dissent in writing in lieu of a meeting, as the case may be,
the term "share" or "shares" or "share of stock" or "shares of stock" or
stockholder" or "stockholders" refers to an outstanding share or shares of stock
and to a holder or holders of record of outstanding shares of stock when the
corporation is authorized to issue only one class of shares of stock, and said
references are also intended to include any outstanding share or shares of stock
and any holder or holders of record of outstanding shares of stock of any class
upon which or upon whom the certificate of incorporation confers such rights
where there are two or more classes or series of shares of stock or upon which
or upon whom the General Corporation Law confers such rights notwithstanding
that the certificate of incorporation may provide for more than one class or
series of shares of stock, one or more of which are limited or denied such
rights thereunder; provided, however, that no such right shall vest in the event
of an increase or a decrease in the authorized number of shares of stock of any
class or series which is otherwise denied voting rights under the provisions of
the certificate of incorporation, except as any provisions of law may otherwise
require.


      
        
           


        

        
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                 7.  STOCKHOLDER
MEETINGS.

      


                 -
TIME.  The annual meeting shall be held on the date and at the time
fixed, from time to time, by the directors, provided, that the first annual
meeting shall be held on a date within thirteen months after the organization of
the corporation, and each successive annual meeting shall be held on a date
within thirteen months after the date of the preceding annual
meeting.  A special meeting shall be held on the date and at the time
fixed by the directors.

      


                 -
PLACE.  Annual meetings and special meetings shall be held at such
place, within or without the State of Delaware, as the directors may, from time
to time, fix.  Whenever the directors shall fail to fix such place,
the meeting shall be held at the registered office of the corporation in the
State of Delaware.

      


                 -
CALL.  Annual meetings and special meetings may be called by the
directors or by any officer instructed by the directors to call the
meeting.

      


                 -
NOTICE OR WAIVER OF NOTICE.  Written notice of all meetings shall be
given, stating the place, date, and hour of the meeting and stating the place
within the city or other municipality or community at which the list of
stockholders of the corporation may be examined.  The notice of an
annual meeting shall state that the meeting is called for the election of
directors and for the transaction of other business which may properly come
before the meeting, and shall (if any other action which could be taken at a
special meeting is to be taken at such annual meeting) state the purpose or
purposes.  The notice of a special meeting shall in all instances
state the purpose or purposes for which the meeting is called.  The
notice of any meeting shall also include, or be accompanied by, any additional
statements, information, or documents prescribed by the General Corporation
Law.  Except as otherwise provided by the General Corporation Law, a
copy of the notice of any meeting shall be given, personally or by mail, not
less than ten days nor more than sixty days before the date of the meeting,
unless the lapse of the prescribed period of time shall have been waived, and
directed to each stockholder at his record address or at such other address
which he may have furnished by request in writing to the Secretary of the
corporation.  Notice by mail shall be deemed to be given when
deposited, with postage thereon prepaid, in the United States
Mail.  If a meeting is adjourned to another time, not more than thirty
days hence, and/or to another place, and if an announcement of the adjourned
time and/or place is made at the meeting, it shall not be necessary to give
notice of the adjourned meeting unless the directors, after adjournment, fix a
new record date for the adjourned meeting.   Notice need not be
given to any stockholder who submits a written waiver of notice signed by him
before or after the time stated therein.  Attendance of a stockholder
at a meeting of stockholders shall constitute a waiver of notice of such
meeting, except when the stockholder attends the meeting for the express purpose
of objecting, at the beginning of the meeting, 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 stockholders need be specified in any
written waiver of notice.


      
        
           


        

        
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                 -
STOCKHOLDER LIST.  The officer who has charge of the stock ledger of
the corporation shall prepare and make, at least ten days before every meeting
of stockholders, a complete list of the stockholders, arranged in alphabetical
order, and showing the address of each stockholder and the number of shares
registered in the name of each stockholder.  Such list shall be open
to the examination of any stockholder, for any purpose germane to the meeting,
during ordinary business hours, for a period of at least ten days prior to the
meeting, either at a place within the city or other municipality or community
where the meeting is to be held, which place shall be specified in the notice of
the meeting, or if not so specified, at the place where the meeting is to be
held.   The list shall also be produced and kept at the time and
place of the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.  The stock ledger shall be the only
evidence as to who are the stockholders entitled to examine the stock ledger,
the list required by this Section or the books of the corporation, or to vote at
any meeting of stockholders.

      


                 -
CONDUCT OF MEETING.  Meetings of the stockholders shall be presided
over by one of the following officers in the order of seniority and if present
and acting the Chairman of the Board, if any, the Vice Chairman of the Board, if
any, the President, a Vice President, or, if none of the foregoing is in office
and present and acting, by a chairman to be chosen by the
stockholders.  The Secretary of the corporation, or in his absence, an
Assistant Secretary, shall act as secretary of every meeting, but if neither the
Secretary nor an Assistant Secretary is present the Chairman of the meeting
shall appoint a secretary of the meeting.  The officer or officers of
the corporation which preside over a meeting of stockholders shall have the
authority to adjourn such meeting.

      


                 -
PROXY REPRESENTATION.  Every stockholder may authorize another person
or persons to act for him by proxy in all matters in which a stockholder is
entitled to participate, whether by waiving notice of any meeting, voting or
participating at a meeting, or expressing consent or dissent without a
meeting.   Every proxy must be signed by the stockholder or by
his attorney in fact.  No proxy shall be voted or acted upon after
three years from its date unless such proxy provides for a longer
period.  A duly executed proxy shall be irrevocable if it states that
it is irrevocable and, if, and only as long as, it is coupled with an interest
sufficient in law to support an irrevocable power.  A proxy may be
made irrevocable regardless of whether the interest with which it is coupled is
an interest in the stock itself or an interest in the corporation
generally.

      


                 -
INSPECTORS.  The directors, in advance of any meeting, may, but need
not, appoint one or more inspectors of election to act at the meeting or any
adjournment thereof.  If an inspector or inspectors are not appointed,
the person presiding at the meeting may, but need not, appoint one or more
inspectors.  In case any person who may be appointed as an inspector
fails to appear or act, the vacancy may be filled by appointment made by the
directors in advance of the meeting or at the meeting by the person presiding
thereat.  Each inspector, if any, before entering upon the discharge
of his duties, shall take and sign an oath faithfully to execute the duties of
inspector at such meeting with strict impartiality and according to the best of
his ability.  The inspectors, if any, shall determine the number of
shares of stock outstanding and the voting power of each, the shares of stock
represented at the meeting, the existence of a quorum, the validity and effect
of proxies, and shall receive votes, ballots or consents, hear and determine all
challenges and questions arising in connection with the right to vote, count and
tabulate all votes, ballots or consents, determine the result, and do such acts
as are proper to conduct the election or vote with fairness to all
stockholders.  On request of the person presiding at the meeting, the
inspector or inspectors, if any, shall make a report in writing of any
challenge, question or matter determined by him or them and execute a
certificate of any fact found by him or them.


      
        
           


        

        
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                 -
QUORUM.  The holders of a majority of the outstanding shares of stock
shall constitute a quorum at a meeting of stockholders for the transaction of
any business.  The stockholders present may adjourn the meeting
despite the absence of a quorum.

      


                 -
VOTING.  Except as set forth in the corporation’s Certificate of
Incorporation, each share of stock shall entitle the holder thereof to one
vote.  In the election of directors, a plurality of the votes cast
shall elect.  Any other action shall be authorized by a majority of
the votes cast except where the General Corporation Law prescribes a different
percentage of votes and/or a different exercise of voting power, and except as
may be otherwise prescribed by the provisions of the certificate of
incorporation and these By Laws.  In the election of directors, and
for any other action, voting need not be by ballot.

      


                 8.  STOCKHOLDER
ACTION WITHOUT MEETINGS.  Any action required by the General
Corporation Law to be taken at any annual or special meeting of stockholders, or
any action which may be taken at any annual or special meeting of stockholders,
may be taken without a meeting, without prior notice and without a vote, if a
consent in writing, setting forth the action so taken, shall be signed by the
holders of outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a meeting at which
all shares entitled to vote thereon were present and voted.  Prompt
notice of the taking of the corporate action without a meeting by less than
unanimous written consent shall be given to those stockholders who have not
consented in writing.

       

       


      ARTICLE
II

      


      DIRECTORS

      


                 1.  FUNCTIONS
AND DEFINITION.  The business and affairs of the corporation shall be
managed by or under the direction of the Board of Directors of the
corporation.  The Board of Directors shall have the authority to fix
the compensation of the members thereof.  The use of the phrase "whole
board" herein refers to the total number of directors which the corporation
would have if there were no vacancies.

      


                 2.  QUALIFICATIONS
AND NUMBER.  A director need not be a stockholder, a citizen of the
United States, or a resident of the State of Delaware.  The initial
Board of Directors shall consist of at least one person.  Thereafter
the number of directors constituting the whole board shall be at least three.
Subject to the foregoing limitation and except for the first Board of Directors,
such number may be fixed from time to time by action of the stockholders or of
the directors, or, if the number is not fixed, the number shall be
one.  The number of directors may be increased or decreased by action
of the stockholders or of the directors.


      
        
           


        

        
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                 3.  ELECTION
AND TERM.  The first Board of Directors, unless the members thereof
shall have been named in the certificate of incorporation, shall be elected by
the incorporator or incorporators and shall hold office until the first annual
meeting of stockholders and until their successors are elected and qualified or
until their earlier resignation or removal.  Any director may resign
at any time upon written notice to the corporation.  Thereafter,
directors who are elected at an annual meeting of stockholders, and directors
who are elected in the interim to fill vacancies and newly created
directorships, shall hold office until the next annual meeting of stockholders
and until their successors are elected and qualified or until their earlier
resignation or removal.  In the interim between annual meetings of
stockholders or of special meetings of stockholders called for the election of
directors and/or for the removal of one or more directors and for the filling of
any vacancy in that connection, newly created directorships and any vacancies in
the Board of Directors, including unfilled vacancies resulting from the removal
of directors for cause or without cause, may be filled by the vote of a majority
of the remaining directors then in office, although less than a quorum, or by
the sole remaining director.

      


                 4.  MEETINGS.

      


                 -
TIME.  Meetings shall be held at such time as the Board shall fix,
except that the first meeting of a newly elected Board shall be held as soon
after its election as the directors may conveniently assemble.

      


                 -
PLACE.  Meetings shall be held at such place within or without the
State of Delaware as shall be fixed by the Board.

      


                 -
CALL.  No call shall be required for regular meetings for which the
time and place have been fixed.  Special meetings may be called by or
at the direction of the Chairman of the Board, if any, the Vice Chairman of the
Board, if any, the President, or a majority of the directors in
office.

      


                 -
NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER.  No notice shall be required
for regular meetings for which the time and place have been
fixed.  Written, oral, or any other mode of notice of the time and
place shall be given for special meetings in sufficient time for the convenient
assembly of the directors thereat.  Notice need not be given to any
director or to any member of a committee of directors who submits a written
waiver of notice signed by him before or after the time stated
therein.  Attendance of any such person at a meeting shall constitute
a waiver of notice of such meeting, except when he attends a meeting for the
express purpose of objecting, at the beginning of the meeting, 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 directors need be specified in any
written waiver of notice.

      


                 -
QUORUM AND ACTION.  A majority of the whole Board shall constitute a
quorum except when a vacancy or vacancies prevents such majority, whereupon a
majority of the directors in office shall constitute a quorum, provided, that
such majority shall constitute at least one third of the whole
Board.  A majority of the directors present, whether or not a quorum
is present, may adjourn a meeting to another time and place.  Except
as herein otherwise provided, and except as otherwise provided by the General
Corporation Law, the vote of the majority of the directors present at a meeting
at which a quorum is present shall be the act of Board.  The quorum
and voting provisions herein stated shall not be construed as conflicting with
any provisions of the General Corporation Law and these By Laws which govern a
meeting of directors held to fill vacancies and newly created directorships in
the Board or action of disinterested directors.


      
        
           


        

        
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                 Any
member or members of the Board of Directors or of any committee designated by
the Board, may participate in a meeting of the Board, or any such committee, as
the case may be, by means of conference telephone or similar communications
equipment by means of which all persons participating in the meeting can hear
each other.

      


                 -
CHAIRMAN OF THE MEETING.  The Chairman of the Board, if any and if
present and acting, shall preside at all meetings.  Otherwise, the
Vice Chairman of the Board, if any and if present and acting, or the President,
if present and acting, or any other director chosen by the Board, shall
preside.

      


                 5.  REMOVAL
OF DIRECTORS.  Except as may otherwise be provided by the General
Corporation Law, any director or the entire Board of Directors may be removed,
with or without cause, by the holders of a majority of the shares then entitled
to vote at an election of directors.

      


                 6.  COMMITTEES.  The
Board of Directors may, by resolution passed by a majority of the whole Board,
designate one or more committees, each committee to consist of one or more of
the directors of the corporation.  The Board may designate one or more
directors as alternate members of any committee, who may replace any absent or
disqualified member at any meeting of the committee.  In the absence
or disqualification of any member of any such committee or committees, the
member or members thereof present at any meeting and not disqualified from
voting, whether or not he or they constitute a quorum, may unanimously appoint
another member of the Board of Directors to act at the meeting in the place of
any such absent or disqualified member.  Any such committee, to the
extent provided in the resolution of the Board, shall have and may exercise the
powers and authority of the Board of Directors in the management of the business
and affairs of the corporation with the exception of any authority the
delegation of which is prohibited by Section 141 of the General Corporation Law,
and may authorize the seal of the corporation to be affixed to all papers which
may require it.

      


                 7.  WRITTEN
ACTION.  Any action required or permitted to be taken at any meeting
of the Board of Directors or any committee thereof may be taken without a
meeting if all members of the Board or committee, as the case may be, consent
thereto in writing, and the writing or writings are filed with the minutes of
proceedings of the Board or committee.


      
        
           


        

        
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      ARTICLE
III

      


      OFFICERS

      


                 The
officers of the corporation shall consist of a President, a Secretary, a
Treasurer, and, if deemed necessary, expedient, or desirable by the Board of
Directors, a Chairman of the Board, a Vice Chairman of the Board, an Executive
Vice President, one or more other Vice Presidents, one or more Assistant
Secretaries, one or more Assistant Treasurers, and such other officers with such
titles as the resolution of the Board of Directors choosing them shall
designate.  Except as may otherwise be provided in the resolution of
the Board of Directors choosing him, no officer other than the Chairman or Vice
Chairman of the Board, if any, need be a director.  Any number of
offices may be held by the same person, as the directors may
determine.

      


                 Unless
otherwise provided in the resolution choosing him, each officer shall be chosen
for a term which shall continue until the meeting of the Board of Directors
following the next annual meeting of stockholders and until his successor shall
have been chosen and qualified.

      


                  All
officers of the corporation shall have such authority and perform such duties in
the management and operation of the corporation as shall be prescribed in the
resolutions of the Board of Directors designating and choosing such officers and
prescribing their authority and duties, and shall have such additional authority
and duties as are incident to their office except to the extent that such
resolutions may be inconsistent therewith.  The Secretary or an
Assistant Secretary of the corporation shall record all of the proceedings of
all meetings and actions in writing of stockholders, directors, and committees
of directors, and shall exercise such additional authority and perform such
additional duties as the Board shall assign to him.  Any officer may
be removed, with or without cause, by the Board of Directors.  Any
vacancy in any office may be filled by the Board of Directors.

       

      


      ARTICLE
IV

      


      CORPORATE
SEAL

      


                 The
corporate seal shall be in such form as the Board of Directors shall
prescribe.

       
 

      ARTICLE
V

      


      FISCAL
YEAR

      


                 The
fiscal year of the corporation shall be fixed, and shall be subject to change,
by the Board of Directors.

       

       

      ARTICLE
VI

      


      CONTROL
OVER BY LAWS

      


      Subject
to the provisions of the certificate of incorporation and the provisions of the
General Corporation Law, the power to amend, alter or repeal these By Laws and
to adopt new By Laws may be exercised by the Board of
Directors.


      
        
           


        

        
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                 I
HEREBY CERTIFY that the foregoing is a full, true and correct copy of the By
Laws of Island Breeze International, Inc., a Delaware corporation, as in effect
on the date hereof.

      


      


                 WITNESS
my hand and seal of the corporation.  Dated:  July 29,
2009

      


      


      
        	 
      	
                /s/ 
      Michael C.  Hovdestad

              
	 
      	
                Secretary
      of Island Breeze International,
Inc.

              


      

                          (SEAL)  

       

       

       

      
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