<PAGE>   1
                                                                  EXHIBIT 3.i.ii

                              CORPORATE RESOLUTION

     I, ETIENNE TOTTI DEL VALLE, as Secretary of Puerto Rican Cement Company, 
Inc., a corporation organized and existing under the laws of the Commonwealth 
of Puerto Rico, with its principal offices at San Juan, Puerto Rico, with its 
principal offices at San Juan, Puerto Rico, does hereby


                                    CERTIFY

     That at a meeting of the Board of Directors of said corporation held on 
February 24, 1999, Guaynabo, Puerto Rico, the following resolution was 
unanimously adopted:


                                   RESOLUTION

     "RESOLVED:     To amended Article III.1 of the By-Laws of the Corporation 
to read as follows:

                                 III. DIRECTORS

     1.   The number of directors which shall constitute the board shall be
     sixteen until May 5, 1999, and fifteen thereafter. The number of directors
     may be changed from time to time by affirmative vote of a majority of the
     Board of Directors within the limits provided by the Certificate of
     Incorporation, but no such change shall affect the term of any director
     then in office. The Board of Directors shall from time to time make such
     determinations pursuant to this section as shall be necessary or
     appropriate in order to ensure that, under any circumstances, the holders
     of capital stock of any class or series of capital stock having voting
     rights established under Article FIFTH of the Certificate of Incorporation
     shall be able, after giving effect to all applicable provisions of the
     Certificate of Incorporation and of these By-Laws, duly and effectively to
     exercise any special right conferred upon them by the Certificate of
     Incorporation or any resolution or resolutions of the Board of Directors
     adopted pursuant thereto to elect directors of the Corporation. Except as
     otherwise provided by law or in the Certificate of Incorporation or any
     resolution or resolutions of the Board of Directors thereto, the term of
     office of each director heretofore or hereafter elected shall be from time
     of his election and qualification until the third annual meeting next
     following his election and until his successor shall have been duly elected
     and shall have qualified."

     I FURTHER CERTIFY, that the aforesaid Resolution has not been repealed and 
is in full force and effect.

     IN WITNESS WHEREOF, I have hereunto set my hand and affixed the seal of 
the Corporation, at San Juan, Puerto Rico, this 24th day of March, 1999.



                                        /s/ ETIENNE TOTTI DEL VALLE
                                        -------------------------------
                                            ETIENNE TOTTI DEL VALLE
                                                  Secretary

AFFIDAVITO: 1999


     Subscribed to before me by Etienne Totti del Valle, of legal age, married 
and resident of San Juan, Puerto Rico in his capacity as Secretary of Puerto 
Rican Cement Company, Inc, to me personally known this 24th day of March, 1999.

(NOTARY SEAL)

                                        /s/ MARIA EUGENIA CASTRO COLON
                                        -------------------------------
                                                 NOTARY PUBLIC