<PAGE>

                                                                    EXHIBIT 2.2
                                       
                                    BYLAWS
                                      OF
                           PORTLAND BREWING COMPANY
                                       
                       AS ADOPTED FEBRUARY 10, 1994 AND
                      INCORPORATING AMENDMENTS ADOPTED:
                               AUGUST 29, 1994
                              DECEMBER 13, 1994
                                JULY 11, 1995
                              DECEMBER 18, 1995
                                MARCH 6, 1996
                               OCTOBER 23, 1998

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<TABLE>

<S>                                                                          <C>
1. Shareholders' Meetings. . . . . . . . . . . . . . . . . . . . . . . . . . 1
          1.1 Annual Meeting.. . . . . . . . . . . . . . . . . . . . . . . . 1
          1.2 Special Meetings.. . . . . . . . . . . . . . . . . . . . . . . 1
          1.3 Notice.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
          1.4 Waiver of Notice.. . . . . . . . . . . . . . . . . . . . . . . 1
          1.5 Voting.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
          1.6 Quorum; Vote Required. . . . . . . . . . . . . . . . . . . . . 2
          1.7 Action Without Meeting.. . . . . . . . . . . . . . . . . . . . 2
2. Board of Directors. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
          2.1 Number and Election of Directors.. . . . . . . . . . . . . . . 2
          2.2 Vacancies. . . . . . . . . . . . . . . . . . . . . . . . . . . 3
          2.3 Annual Meeting.. . . . . . . . . . . . . . . . . . . . . . . . 3
          2.4 Regular Meetings.. . . . . . . . . . . . . . . . . . . . . . . 3
          2.5 Special Meetings.. . . . . . . . . . . . . . . . . . . . . . . 3
          2.6 Telephonic Meetings. . . . . . . . . . . . . . . . . . . . . . 3
          2.7 Waiver of Notice.. . . . . . . . . . . . . . . . . . . . . . . 4
          2.8 Quorum.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
          2.9 Voting.. . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
          2.10 Action Without Meeting. . . . . . . . . . . . . . . . . . . . 4
          2.11 Removal of Directors. . . . . . . . . . . . . . . . . . . . . 4
          2.12 Powers of Directors.. . . . . . . . . . . . . . . . . . . . . 4
          2.13 Committees. . . . . . . . . . . . . . . . . . . . . . . . . . 5
          2.14 Chairman of the Board.. . . . . . . . . . . . . . . . . . . . 5
3. Officers. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
          3.1 Composition. . . . . . . . . . . . . . . . . . . . . . . . . . 5
          3.2 President. . . . . . . . . . . . . . . . . . . . . . . . . . . 6
          3.3 Vice President(s). . . . . . . . . . . . . . . . . . . . . . . 6
          3.4 Secretary. . . . . . . . . . . . . . . . . . . . . . . . . . . 6
          3.5 Treasurer. . . . . . . . . . . . . . . . . . . . . . . . . . . 6
          3.6 Removal. . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
4. Stock and other Securities. . . . . . . . . . . . . . . . . . . . . . . . 7
          4.1 Certificates.. . . . . . . . . . . . . . . . . . . . . . . . . 7
          4.2 Transfer Agent and Registrar.. . . . . . . . . . . . . . . . . 7
          4.3 Transfer.. . . . . . . . . . . . . . . . . . . . . . . . . . . 7
          4.4 Necessity for Registration.. . . . . . . . . . . . . . . . . . 7
          4.5 Fixing Record Date.. . . . . . . . . . . . . . . . . . . . . . 8
          4.6 Record Date for Adjourned Meeting. . . . . . . . . . . . . . . 8
          4.7 Lost Certificates. . . . . . . . . . . . . . . . . . . . . . . 8
5. No Corporate Seal . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
6. Reimbursement of Certain Payments . . . . . . . . . . . . . . . . . . . . 8
7. Fiscal Year . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
8. Amendments. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
9. Control Share Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
10. Indemnification. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
11. Severability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
</TABLE>

<PAGE>

                                  ARTICLE I
                            SHAREHOLDERS' MEETINGS

SECTION 1.1  ANNUAL MEETING.
     The annual meeting of the shareholders shall be held on the last Tuesday 
in April of every year at the principal office of the Company (2730 N.W. 31st 
Avenue, Portland, Oregon 97210) or at such other time, date or place as may 
be determined by the Board of Directors.  At such meeting the shareholders 
entitled to vote shall elect a Board of Directors and transact such other 
business as may properly come before the meeting.

SECTION 1.2  SPECIAL MEETINGS.
     The Company shall hold special meetings of shareholders at any time on call
of the Chief Executive Officer or the Board of Directors, or on demand in
writing by shareholders of record holding shares with at least 10 percent of the
votes entitled to be cast on any matter proposed to be considered at the special
meeting.  Only business within the purpose(s) described in the notice of special
meeting may be conducted at such special meeting.

SECTION 1.3  NOTICE.
     Written notice stating the place, date and time of the meeting, and, in
case of a special meeting, the purpose or purposes for which the meeting is
called, shall be delivered not less than ten nor more than sixty days before the
date of the meeting, either personally or by mail, by or at the direction of the
Chief Executive Officer or the Secretary, to each shareholder of record entitled
to vote at such meeting.  If mailed, the notice shall be deemed to be delivered
when deposited in the United States mail addressed to the shareholder at the
shareholder's address as it appears on the current shareholder records of the
Company, with postage prepaid.

SECTION 1.4  WAIVER OF NOTICE.
     A shareholder may, at any time, waive any notice required by these Bylaws,
the Articles of Incorporation or the Oregon Business Corporation Act.  The
waiver must be in writing, be signed by the shareholder, and be delivered to the
Company for inclusion in the minutes and filing in the corporate records.  A
shareholder's attendance at a meeting waives any objection to (a) lack of notice
or defective notice, unless the shareholder objects at the beginning of the
meeting to holding the meeting or transacting business at the meeting, and
(b) consideration of any matter at the meeting that is not within the purpose or
purposes described in the notice of a special meeting, unless the shareholder
objects to considering the matter when it is presented.

SECTION 1.5  VOTING.
     Except as otherwise provided in the Articles of Incorporation, each
shareholder shall be entitled to one vote, in person or by proxy, on each matter
voted on at a shareholder's meeting for each share of stock entitled to vote
outstanding in such shareholder's name on the records of the Company.  Shares
held by a corporation, a majority of the shares entitled to vote for directors
of which are held by this Company, may not be voted unless such shares are held
as trustee or in another fiduciary capacity.

SECTION 1.6  QUORUM; VOTE REQUIRED.
     A majority of the shares entitled to vote on a matter, represented in
person or by proxies, shall constitute a quorum with respect to that matter at
any meeting of the shareholders.  If a quorum is present, action on a matter,
other than the election of directors, is approved if the votes cast in favor of
the action exceed the votes cast in opposition, unless the vote of a greater
number is required by the Oregon Business Corporation Act or the Articles of
Incorporation.

SECTION 1.7  ACTION WITHOUT MEETING.
     Any action required or permitted to be taken at a meeting of shareholders
may be taken without a meeting if a written consent, or consents, describing the
action taken is signed by all of the shareholders entitled to vote on the action
and delivered to the Company for inclusion in the minutes and filing with the
corporate records.  The action is effective when the last shareholder signs the
consent, unless the consent 

<PAGE>

specifies an earlier or later effective date.  A consent signed under this 
section has the effect of a meeting vote and may be described as such in any 
document.  Unless a record date for determining the shareholders entitled to 
take action without a meeting is otherwise established, the record date for 
that purpose is the date the first shareholder signs the consent.  If the 
Oregon Business Corporation Act requires that notice of a proposed action be 
given to non-voting shareholders and the action is to be taken by unanimous 
consent of the shareholders, at least 10 days written notice of the proposed 
action shall be given to non-voting shareholders before the action is taken.

                                   ARTICLE II
                                BOARD OF DIRECTORS

SECTION 2.1  NUMBER AND ELECTION OF DIRECTORS.
     The number of directors of the Company shall be at least four (4) and not
more than nine (9).  The number of directors shall be fixed or changed, within
the minimum and the maximum, from time to time, by the Board of Directors or the
shareholders pursuant to a resolution adopted at a meeting of the Board of
Directors or shareholders.  The directors shall hold office until the next
annual meeting of shareholders, unless the terms are staggered in accordance
with the Articles of Incorporation, and until their successors shall have been
elected and qualified, until earlier death, resignation, or removal or until
there is a decrease in the number of directors.  Directors need not be residents
of the State of Oregon or shareholders of the Company.  A decrease in the number
of directors shall not shorten the term of any incumbent director.

SECTION 2.2   VACANCIES.
     Unless otherwise provided in the Articles of Incorporation, any vacancy
occurring in the Board of Directors, including a vacancy resulting from an
increase in the number of directors, may be filled by the board of directors or
if the remaining directors do not constitute a quorum, by the affirmative vote
of a majority of the remaining directors.  A director elected to fill a vacancy
shall be elected for the unexpired term of the director's predecessor in office,
subject to prior death, resignation or removal.  

SECTION 2.3  ANNUAL MEETING.
     There shall be an annual meeting of the Board of Directors which may be
held without notice immediately after the adjournment of the annual meeting of
the shareholders or at another time designated by the Board of Directors upon
notice in the same manner as provided in Section 2.5.  The annual meeting shall
be held at the principal office of the Company or at such other place as the
Board of Directors may designate.  

SECTION 2.4  REGULAR MEETINGS.
     The Board of Directors may by resolution provide for regular meetings. 
Each director then in office shall be provided written notice of the scheduled
date, hour and place of each regular meeting, personally delivered or mailed by
United States mail, first class postage prepaid, addressed to each director at
the director's address appearing on records of the Company, not less than ten
(10) days prior to the date of the first regular meeting held after the adoption
or modification of the resolution providing for regular meetings.

SECTION 2.5  SPECIAL MEETINGS.
     Special meetings of the Board of Directors may be called by the Chief
Executive Officer or any member of the Board of Directors.  Each director shall
be given notice of each special meeting which shall be actually delivered,
orally or in writing, not less than two (2) days prior to the meeting or mailed
by deposit in the United States mail, first class postage prepaid, addressed to
the director at the director's address appearing on the records of the Company
not less than four (4) days prior to the meeting.  Special meetings of the
directors may also be held at any time when all members of the Board of
Directors are present and consent to a special meeting.  Special meetings of the
directors shall be held at the principal office of the Company or at any other
place designated by a majority of the Board of Directors.

<PAGE>

SECTION 2.6  TELEPHONIC MEETINGS.
     The Board of Directors may permit directors to participate in a meeting by
any means of communication by which all of the persons participating in the
meeting can hear each other at the same time.  Participation in such a meeting
shall constitute presence in person at the meeting.

SECTION 2.7  WAIVER OF NOTICE.
     A director may, at any time, waive any notice required by these Bylaws, the
Articles of Incorporation or the Oregon Business Corporation Act.  Except as
otherwise provided in this Section, the waiver must be in writing, be signed by
the director, must specify the meeting for which notice is waived, and be
delivered to the Company for inclusion in the minutes and filing in the
corporate records.  A director's attendance at a meeting waives any required
notice, unless the director at the beginning of the meeting or promptly upon the
director's arrival objects to holding the meeting or transacting business at the
meeting and does not thereafter vote for or assent to any action taken at the
meeting.

SECTION 2.8  QUORUM.
     A majority of the number of directors that has been prescribed by
Section 2.1 of these Bylaws shall constitute a quorum for the transaction of
business.

SECTION 2.9  VOTING.
     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, unless otherwise
provided by the Articles of Incorporation or these Bylaws.

SECTION 2.10  ACTION WITHOUT MEETING.
     Unless otherwise provided by the Articles of Incorporation, any action
required or permitted to be taken at a board of directors' meeting may be taken
without a meeting if a written consent, or consents, describing the action taken
is signed by each director and included in the minutes and filed with the
corporate records.  The action is effective when the last director signs the
consent, unless the consent specifies an earlier or later effective date.  A
consent signed under this section has the effect of a meeting vote and may be
described as such in any document.

SECTION 2.11  REMOVAL OF DIRECTORS.
     Unless otherwise provided by the Articles of Incorporation, the
shareholders, at any meeting of the shareholders called expressly for that
purpose, may remove any director from office, with or without cause.

SECTION 2.12  POWERS OF DIRECTORS.
     The Board of Directors shall have sole responsibility for the management of
the business of the Company.  In the management and control of the property,
business and affairs of the Company, the Board of Directors is vested with all
of the powers possessed by the Company itself, so far as this delegation of
power is not inconsistent with the Oregon Business Corporation Act, the Articles
of Incorporation, or these Bylaws.  The Board of Directors shall have power to
determine what amount constitutes net earnings of the Company, what amount shall
be reserved for working capital and for any other purpose, and what amount shall
be declared as dividends, and such determinations by the Board of Directors
shall be final and conclusive except as otherwise provided by the Oregon
Business Corporation Act and the Articles of Incorporation.  The Board of
Directors shall designate one or more officers of the Company who shall have the
power to sign all deeds, leases, contracts, mortgages, deeds of trust and other
instruments and documents executed by and binding upon the Company.  In the
absence of a designation of any other officer or officers, the Chief Executive
Officer shall be the officer so designated. 

<PAGE>

SECTION 2.13  COMMITTEES.
     Unless the Articles of Incorporation otherwise provide, a majority of the
Board of Directors may designate from among its members an Executive Committee
or other committees of two or more members each.  Each committee shall have such
powers and shall perform such duties as may be delegated and assigned to the
committee by the Board of Directors; however, a committee may not take any
action which the Oregon Business Corporation Act prohibits be taken by a
committee.  The provisions of Sections 2.4, 2.5, 2.6, 2.7, 2.8, 2.9, and 2.10 of
the Bylaws shall also apply to all committees.  Each committee shall keep
written records of its activities and proceedings.  All actions by committees
shall be reported to the Board of Directors at the next meeting following the
action and the Board of Directors may ratify or may revise or alter such action,
provided that no rights or acts of third parties shall be affected by any such
revision or alteration.  

SECTION 2.14  CHAIRMAN OF THE BOARD.
     The Board of Directors may designate one of its members Chairman of the
Board of Directors.  In the absence of a designation of another member of the
Board of Directors, the Chief Executive Officer shall also be the Chairman of
the Board of Directors if the Chief Executive Officer is a member of the Board
of Directors.  The Chairman shall advise and consult with the Board of Directors
and the officers of the Company as to the determination of policies of the
Company, shall preside at all meetings of the Board of Directors and of the
shareholders, and shall perform such other functions and responsibilities as the
Board of Directors shall designate from time to time.

                                  ARTICLE III
                                    OFFICERS

SECTION 3.1  COMPOSITION.
     The officers of this Company shall consist of a President and Chief
Executive Officer, one or more Vice-Presidents, a Secretary, and a Treasurer,
each of whom shall be elected by the Board of Directors at the annual meeting of
the Board of Directors.  Such other officers and assistant officers and agents
as may be deemed necessary may be elected or appointed by or in the manner
directed by the Board of Directors, and any vacancies occurring in any office of
this Company may be filled by election or appointment by the Board of Directors
at any regular meeting or any special meeting called for that purpose; provided,
however, the President and Chief Executive Officer shall have the powers of
appointment and removal set forth herein.  All officers shall hold their office
until the next annual meeting of the Board of Directors and until their
successors are elected and qualified, subject to prior death, resignation or
removal.  The salaries of all officers shall be fixed by the Board of Directors
or by a committee of the Board of Directors.  

SECTION 3.2  PRESIDENT.
     The President and Chief Executive Officer shall preside at meetings of the
Board of Directors and of the shareholders.  The President and Chief Executive
Officer shall be responsible for implementing the policies and goals of the
Company as stated by the Board of Directors; shall have general supervision and
management over the officers, property, business and affairs of the Company;
shall have authority to hire and fire personnel and take such other actions as
are necessary and appropriate to implement the policies, goals and directions of
the Board of Directors; shall have all authority customary to such office; and
shall perform such other duties as may be prescribed by the Board of Directors.

SECTION 3.3  VICE-PRESIDENT(s).
     The Vice-President(s) shall perform such duties as may be prescribed by the
President and Chief Executive Officer, and such other duties as may be
prescribed by the Board of Directors.  The President and Chief Executive Officer
may, from time to time, appoint from among the Vice-Presidents of the Company,
an Executive Vice-President, who shall hold both the office of Executive
Vice-President and Vice-President.  In the absence or disability of the
President, the Executive Vice-President, if one is then serving, or if one is
not then serving, then the Vice-Presidents, in the order of their rank as fixed
by the Board of Directors, or if not ranked, the Vice-President designated by
the Board of Directors, shall perform the duties and exercise the powers of the
President and Chief Executive Officer.

<PAGE>

SECTION 3.4  SECRETARY.
     The Secretary shall record, keep and be custodian of the minutes and
records of all the meetings of the shareholders and directors and other official
records of the Company.  The Secretary shall give notice of meetings to the
shareholders and directors and shall perform such other duties as may be
prescribed by the Board of Directors.  

SECTION 3.5  TREASURER.
     It shall be the duty of the Treasurer to receive all moneys and funds of
the Company and to deposit the same in the name and to the account of the
Company in the bank or banks designated by the Board of Directors.  The
Treasurer shall keep accurate books of account and shall make reports of
financial transactions of the Company to the Board of Directors and shall
perform such other duties as may be prescribed by the Board of Directors.  If
the Board of Directors elects a Vice-President-Finance, the duties of the office
of Treasurer may rest in that officer and in that event, the Board of Directors
need not appoint a Treasurer.  The Treasurer shall perform such other duties as
may be prescribed by the Board of Directors.

SECTION 3.6  REMOVAL.
     The directors, at any regular meeting or any special meeting called for
that purpose, may remove any officer from office with or without cause.  The
President and Chief Executive Officer may remove any other officer at any time
with or without cause.  No removal shall impair the contract rights, if any, of
the officer removed or of this Company or of any other person or entity.

                                   ARTICLE IV
                           STOCK AND OTHER SECURITIES

SECTION 4.1  CERTIFICATES.
     All stock and other securities of this Company shall be represented by
certificates which shall be signed by the Chief Executive Officer and the
Secretary or an Assistant Secretary of the Company.

SECTIN 4.2  TRANSFER AGENT AND REGISTRAR.
     The Board of Directors may from time to time appoint one or more Transfer
Agents and one or more Registrars for the stock and other securities of the
Company.  The signatures of the Chief Executive Officer and the Secretary or an
Assistant Secretary upon a certificate may be facsimiles if the certificate is
manually signed by a Transfer Agent, or registered by a Registrar, and the
Transfer Agent or Registrar is neither the Company itself nor an employee of the
Company.

SECTION 4.3  TRANSFER.
     Title to a certificate and to the interest in this Company represented by
that certificate can be transferred only (a) by delivery of the certificate
endorsed by the person appearing by the certificate to be the owner of the
interest represented thereby either in blank or to a specified person, or (b) by
delivery of the certificate and a separate document containing a written
assignment of the certificate or a power of attorney to sell, assign or transfer
the same, signed by the person appearing by the certificate to be the owner of
the interest represented thereby either in blank or to a specified person.

SECTION 4.4  NECESSITY FOR REGISTRATION.
     Prior to presentment for registration upon the transfer books of the
Company of a transfer of stock or other securities of this Company, the Company
or its agent for purposes of registering transfers of its securities may treat
the registered owner of the security as the person exclusively entitled to vote;
to receive any notices; to receive payment of any interest on a security, or of
any ordinary, extraordinary, partial liquidating, final liquidating, or other
dividend, or of any other distribution, whether paid in cash or in securities or
in any other form; and otherwise to exercise or enjoy any or all of the rights
and powers of an owner. 

<PAGE>

SECTION 4.5  FIXING RECORD DATE.
     The Board of Directors may fix in advance a date as record date for the
purpose of determining the registered owners of stock or other securities
entitled to notice of or to vote at any meeting of the shareholders or any
adjournment thereof; to receive payment of any interest on a security, or of any
ordinary, extraordinary, partial liquidating, final liquidating, or other
dividend, or of any other distribution, whether paid in cash or in securities or
in any other form; to otherwise exercise or enjoy any or all of the rights and
powers of an owner, or in order to make a determination of registered owners for
any other proper purpose.  The record date shall be not more than 70 days and,
in case of a meeting of shareholders, not less than l0 days prior to the date on
which the particular action which requires such determination of registered
owners is to be taken.  

SECTION 4.6  RECORD DATE FOR ADJOURNED MEETING.
     A determination of shareholders entitled to notice of or to vote at a
shareholders' meeting is effective for any adjournment of the meeting unless the
Board of Directors fixes a new record date.  A new record date must be fixed if
a shareholders' meeting is adjourned to a date more than 120 days after the date
fixed for the original meeting.

SECTIN 4.7  LOST CERTIFICATES.
     In case of the loss or destruction of a certificate of stock or other
security of this Company, a duplicate certificate may be issued in its place
upon such conditions as the Board of Directors shall prescribe.

                                   ARTICLE V
                               NO CORPORATE SEAL

     The Company will not have a corporate seal.

                                   ARTICLE VI
                       REIMBURSEMENT OF CERTAIN PAYMENTS

     Any payments made to an officer or director of this Company, including 
payments made as salary, commission, bonus, interest, rent or for expenses 
incurred for travel or entertainment by that person, which are subsequently 
determined by the Board of Directors to have not been necessary to further 
the interests of the Company or paid under fraudulent circumstances shall be 
reimbursed by such officer or director to this Company.  In making any such 
determination, the Board of Directors may consider the tax deductibility of 
the subject payment.  It shall be the duty of the Board of Directors to 
enforce collection from the officer or director of each amount disallowed.  
If the Board of Directors shall determine it necessary or desirable, amounts 
may be withheld from the future compensation payments of an officer or 
director sufficient to equal the amount of any of such amounts.

                                  ARTICLE VII
                                  FISCAL YEAR

     The Fiscal Year of the Company shall be from January 1 to December 31.  

                                  ARTICLE VIII
                                   AMENDMENTS

     Unless otherwise provided in the Articles of Incorporation, the Bylaws of
this Company may be amended, repealed or replaced by the directors, subject to
amendment, repeal or replacement by action of the shareholders, at any regular
meeting or at any special meeting called for that purpose, provided notice of
the proposed change is given in the notice of the meeting or notice thereof is
waived in writing.  Provided, Article 9 of the Bylaws, related to Control Share
Acquisitions, may only be amended by compliance with the foregoing and also
compliance with the statutory procedures regarding shareholder approval.

<PAGE>

                                   ARTICLE IX
                                CONTROL SHARE ACT

     The provisions of ORS 60.801 to 60.816, pertaining to control share
acquisitions, shall not apply to acquisitions of the Company's voting shares.

                                   ARTICLE X
                                INDEMNIFICATION

     The Company shall indemnify its directors, officers, agents and employees
for liability and related expenses to the full extent permitted by the Oregon
Business Corporation Act, as the same presently exists or is hereafter amended
from time to time.  This Article shall not be deemed exclusive of any other
indemnification rights to which directors, officers, employees or agents may be
entitled.  It is the intention of this Article to require indemnification in
cases where the Oregon Business Corporation Act, as presently written or as
hereafter amended, authorizes such indemnification but does not expressly
require nor prohibit such indemnification.

                                   ARTICLE XI
                                  SEVERABILITY

     If any provision of these Bylaws is found, in any action, suit or 
proceeding, to be invalid or ineffective, the validity and the effect of the 
remaining provisions shall not be affected.