<PAGE>

                                                                     Exhibit 3.2

                                     BYLAWS

                                       OF

                      BRECCIA INTERNATIONAL MINERALS INC.
             (formerly known as American Energy & Technology, Inc.)
                            (A Delaware Corporation)

                                   ARTICLE I
                                   ---------
                                    OFFICES
                                    -------

     SECTION 1.  Registered Office.  The registered office shall be at 1209
                 -----------------
Orange Street, in the City of Wilmington, County of New castle, State of
Delaware, and the name of the registered agent in charge thereof is The
Corporation Trust Company.

     SECTION 2.  Other Offices.  The Corporation may also have an office or
                 -------------
offices at such other place or places, within or without the State of Delaware,
as the Board of Directors may from time to time designate as the business of the
Corporation may require.

                                   ARTICLE II
                                   ----------
                             STOCKHOLDERS' MEETINGS
                             ----------------------

     SECTION 1.  Annual Meetings.  The Annual Meeting of Stockholders, for the
                 ---------------
election of directors to succeed those whose terms expire and for the
transaction of such other business as may properly come before the meeting,
shall be held at such place, on such date, and at such time as the Board of
Directors shall each year fix, which date shall be within thirteen months
subsequent to the last annual meeting of stockholders.

     If the election of directors shall not be held on the day designated herein
for any annual meeting, or at any adjournment thereof, the Board of Directors
shall cause the election to be held at a special meeting of the stockholders as
soon thereafter as conveniently may be possible.  At such meeting the
stockholders may elect the directors and transact other business with the same
force and effect as at an annual meeting duly called and held.

     SECTION 2.  Special Meetings.  Special meetings of the stockholders shall
                 ----------------
be held at the principal office of the Corporation in the State of Delaware, or
at such other place within or without the State of Delaware as may be designated
in the notice of said meeting, upon call of the Board of Directors, or of the
chairman of the board or the president, or of at least fifteen percent (15%) of
the issued and outstanding common stock of the Corporation.

     SECTION 3.  Notice and Purpose of Meetings.  Notice of the purpose or
                 ------------------------------
purposes and of the time and place within or without the State of Delaware of
every meeting of stockholders shall be given by the Chairman of the Board or by
the President or Vice President or the Secretary or an Assistant Secretary
either personally or by mail or by telegraph or by any other means of
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communication not less than ten days before the meeting, to each stockholder of
record entitled to vote at such meeting.  If mailed, such notice shall be
directed to each stockholder at his address as it appears on the stock book
unless he shall have filed with the Secretary of the Corporation a written
request that notices intended for him be mailed to some other address, in which
case it shall be mailed or transmitted to the address designated in such
request.  Such further notice shall be given as may be required by law.  Except
as otherwise expressly provided by statute, no notice of a meeting of
stockholders shall be required to be given to any stockholder who shall attend
such meeting in person or by proxy, or who shall, in person or by attorney
thereunto authorized, waive such notice in writing or by telegraph, cable,
radio, or wireless either before or after such meeting.  Except where otherwise
required by law, notice of any adjourned meeting of the stockholders of the
Corporation shall not be required to be given.

     SECTION 4.  Quorum.  Except as otherwise provided by law, by the Restated
                 ------
Certificate of Incorporation, or as provided below, the presence, in person or
by proxy, of the holders of record of shares of the capital stock of the
Corporation possessing at least thirty-three and one-third percent (33 1/3%) of
the aggregate number of votes to which all outstanding shares of the capital
stock of the Corporation are entitled, shall constitute a quorum at all meetings
of stockholders.  Where a separate vote by a class or classes is required, at
least thirty-three and one-third (33 1/3%) of the outstanding shares of such
class or classes, present in person or represented by proxy, shall constitute a
quorum entitled to take action with respect to that vote on that matter.  In the
absence of a quorum at any meeting or any adjournment thereof, the holders of
shares possessing a majority of the aggregate number of votes present and
entitled to be cast at such meeting or adjournment thereof may adjourn such
meeting or adjournment from time to time.  At any such adjourned meeting at
which a quorum is present, any business may be transacted which might have been
transacted at the meeting as originally called.

     SECTION 5.  Organization.  Meetings of the stockholders shall be presided
                 ------------
over by a Chairman of the Board, or if he is not present, by the President, or
if they are not present, by a Vice President.  the Secretary of the Corporation,
or in his absence, as Assistant Secretary, shall act as secretary of every
meeting, but if neither the Secretary nor an Assistant Secretary is present,
stockholders entitled to cast a majority of the votes present and entitled to be
cast at the meeting shall choose any person present to act as secretary of the
meeting.

     SECTION 6.  Voting.  Except as otherwise provided in the Bylaws, the
                 ------
Restated Certificate of Incorporation, or in the laws of the State of Delaware,
at every meeting of the stockholders, each stockholder of the Corporation
entitled to vote at such meeting shall have one vote in person or by proxy for
each share of stock having voting rights held by him and registered in his name
on the books of the Corporation.  Any vote of stock of the Corporation may be
given by the stockholder entitled to vote in person or by a proxy authorized (1)
by a writing executed by such stockholder (or his duly authorized agent) or (2)
in such other manner as is permitted by the General Corporation Law of the State
of Delaware, and delivered to the secretary of the meeting.  Except as otherwise
required by statute, by the Restated Certificate of Incorporation or these
Bylaws, or in electing directors, all matters coming before any meeting of the
stockholders shall be decided by the affirmative vote of stockholders entitled
to cast a majority of the number of votes present and entitled to be cast
thereat, a quorum being present.

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<PAGE>

At all elections of directors the voting may but need not be by ballot and a
plurality of the votes cast thereat shall elect.

     SECTION 7.  List of Stockholders.  A complete list of the stockholders
                 --------------------
entitled to vote at the ensuing election, arranged in alphabetical order, and
showing the address of each stockholder and the number of shares registered in
the name of each stockholder shall be prepared by the Secretary, or other
officer of the Corporation having charge of said stock ledger.  Such list shall
be open to the examination of any stockholder during ordinary business hours,
for a period of at least ten days prior to the election, either at a place
within the city, town or village where the election is to be held, which place
shall be specified in the notice of the meeting, or, if not so specified, at the
place where said meeting is to be held, and the list shall be produced and kept
at the time and place of election during the whole time thereof, and subject to
the inspection of any stockholder who may be present.

     SECTION 8.  Consent of Stockholders.  Any action required or permitted to
                 -----------------------
be taken at any meeting of the stockholders of the Corporation 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 III
                                  -----------
                                   DIRECTORS
                                   ---------

     SECTION 1.  Management of Corporation.  The property, affairs and business
                 -------------------------
of the Corporation shall be managed by its Board of Directors, consisting of not
more than nine persons, as determined by the Board of Directors.

     SECTION 2.  Powers, Number, Qualification, Term, Quorum, and Vacancies.
                 ----------------------------------------------------------
Except as hereinafter provided, directors shall be elected at the annual meeting
of the stockholders and each director shall be elected to serve for one year and
until his successor shall be elected and shall qualify.  The directors shall
have power from time to time, and at any time, when the stockholders as such are
not assembled in a meeting, regular or special, to increase or decrease their
own number to the extent provided in these Bylaws.  If the number of directors
be increased, the additional directors may be elected by a majority of the
directors in office at the time of the increase, or if not so elected prior to
the next annual meeting of the stockholders, they shall be elected by the
stockholders.

     Directors need not be stockholders.

     A majority of the members of the Board of Directors then in office shall
constitute a quorum for the transaction of business, and the act of a majority
of the directors present at such meeting shall be the act of the Board.  If at
any meeting of the Board of Directors there shall be

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less than a quorum present, a majority of those present may adjourn the meeting,
without further notice, from time to time until a quorum shall have been
obtained.

     In case one or more vacancies shall occur in the Board of Directors by
reason of death, resignation, or otherwise, except insofar as otherwise provided
in the case of a vacancy or vacancies occurring by reason of removal by the
stockholders, the remaining directors, although less than a quorum, may, by a
majority vote, elect a successor or successors for the unexpired term or terms.

     SECTION 3.  Meetings.  Meetings of the Board of Directors shall be held at
                 --------
such place within or outside the State of Delaware as may from time to time be
fixed by resolution of the Board of Directors, or as may be specified in the
notice of the meeting.  Regular meetings of the Board of Directors shall be held
at such times as may from time to time be fixed by resolution of the Board of
Directors, and special meetings may be held ay any time upon the call of the
Chairman of the Board of Directors, the President or any Vice-President or the
Secretary or any two directors by oral, telegraphic, facsimile or written notice
delivered or transmitted to each director not less than two days before such
meeting.  A meeting of the Board of Directors may be held without notice
immediately after the annual meeting of stockholders.  Notice need not be given
of regular meetings of the Board of Directors. Meetings may be held at any time
without notice if all directors are present, or if at any time before or after
the meeting those not present waive notice of the meeting in writing.

     SECTION 4.  Committees.  The Board of Directors may, in its discretion, by
                 ----------
the affirmative vote of a majority of the whole Board of Directors, appoint
committees which shall have and may exercise such powers as shall be conferred
or authorized by the resolutions appointing them.  A majority of any such
committee, if the committee be composed of more than two members, may determine
its action and fix the time and place of its meetings, unless the Board of
Directors shall otherwise provide.  The Board of Directors shall have power at
any time to fill vacancies in, to change the membership of, or to discharge any
such committee.

     SECTION 5.  Dividends.  Subject always to the provisions of the law and the
                 ---------
Restated Certificate of Incorporation, the Board of Directors shall have full
power to determine whether any, and if any, what parts of any, funds legally
available for the payment of dividends shall be declared in dividends and paid
to stockholders; the division of the whole or any part of such funds of the
Corporation shall rest wholly within the lawful discretion of the Board of
Directors, and it shall not be required at any time, against such discretion, to
divide or pay any part of such funds among or to the stockholders as dividends
or otherwise; and the Board of Directors may fix a sum which may be set aside or
reserved over and above the capital paid in of the Corporation as working
capital for the Corporation or as a reserve for any proper purpose, and from
time to time may increase, diminish, and vary the same in its absolute judgment
and discretion.

     SECTION 6.  Removal of Directors.  At any meeting of the stockholders, duly
                 --------------------
called as provided in these Bylaws, or by written consent of the stockholders,
any director or directors may by the affirmative vote of the holders of a
majority of all shares of stock outstanding and entitled to vote for the
election of directors be removed from office, either with or without cause,

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and his successor or their successors may be elected at such meeting or by such
written consent, or the remaining directors may, to the extent vacancies are not
filled by such election, fill any vacancy or vacancies created by such removal.

     SECTION 7.  Informal 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 prior to such action a written consent thereto is signed by
all members of the Board or the committee, as the case may be, and such written
consent is filed with the minutes of proceedings of the Board or the committee.

     SECTION 8.  Compensation.  The members of the Board of Directors shall not
                 ------------
be entitled to fees, salaries, or other compensation for their services except
as determined by a majority vote of the Board.  The members of the Board of
Directors shall be entitled to reimbursement for their reasonable expenses as
such members.  Nothing contained herein shall preclude any director from serving
the Corporation, or any parent, subsidiary or affiliated Corporation, as officer
or in any other capacity and receiving proper compensation therefor.

     SECTION 9.  Indemnification.  The Restated Certificate of Incorporation of
                 ---------------
the Corporation provides certain rights of indemnification as set forth therein.
Each such right of indemnification shall be a contract right and shall include
the right to be paid by the Corporation expenses incurred by the person seeking
indemnification in defending any action, suit or proceeding in advance of its
final disposition upon delivery to the Corporation of an undertaking by or on
behalf of such person to repay all amounts so advanced if it should ultimately
be determined that he is not entitled to be indemnified under this Article or
otherwise.

     If a claim to indemnification under the Restated Certificate of
Incorporation and this Article should not be paid in full by the Corporation
within ninety days after a written claim has been received by the Corporation at
its principal office, the claimant may at any time thereafter bring suit against
the Corporation to recover the unpaid amount of his claim.  It shall be a
defense to any such action (other than an action brought to enforce a claim for
expenses incurred in defending any action, suit or proceeding in advance of its
final disposition where the required undertaking has been tendered to the
Corporation, the burden of proving which shall be on the Corporation), that the
claimant has not met the standards of conduct which would make it legally
permissible under the General Corporation Law of the State of Delaware for the
Corporation to indemnify the claimant for the amount claimed.  Neither the
failure of the Corporation (including its board of directors, independent legal
counsel, or its stockholders) to have made a determination prior to the action
that indemnification of the claimant is proper in the circumstances because he
has met the applicable standard of conduct set forth in the General Corporation
Law of Delaware, nor an actual determination by the Corporation (including its
board of directors, independent legal counsel, or its stockholders) that the
claimant had not met such applicable standard of conduct shall be a defense to
the action nor create a presumption that claimant had not met the applicable
standard of conduct.

     Such right of indemnification shall not be exclusive of any other right
which such directors, officers or representatives may have or hereafter acquire
under any provision of the Restated Certificate of Incorporation, statute, by-
law, agreement, vote of stockholders or

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disinterested directors or otherwise, both as to action in their respective
official capacities and as to action in another capacity while serving as
director, officer or representative.

     The Corporation may maintain insurance, at its expense, to protect itself
and any such director, officer or representative against any such expense,
liability or loss, whether or not the Corporation would have the power to
indemnify him against such expense, liability or loss under the General
Corporation law of the State of Delaware.

                                   ARTICLE IV
                                   ----------
                                    OFFICERS
                                    --------

     SECTION 1.  Election.  The Board of Directors, as soon as may be
                 --------
practicable after the annual meeting of stockholders held in each year, shall
elect a president, a Secretary and a Treasurer.  Further, upon the nomination
and recommendation of the President, the Board of Directors may from time to
time elect a Chairman of the Board, a Controller, one or more Executive Vice
Presidents, Senior Vice Presidents, Vice Presidents, and such Assistant
Secretaries, Assistant Treasurers, Assistant Controllers and other officers,
agents and employees as may be necessary or appropriate.  More than one office
may be held by the same person.  If a Chairman of the Board is to be chosen,
such Chairman shall be chosen from among the directors.

     SECTION 2.  Term and Removal.  The term of office of all officers shall be
                 ----------------
until their respective successors are elected and qualify, and any officer may
be removed from office, either with or without cause, at any time by the
affirmative vote of a majority of the members of the Board of Directors then in
office.  A vacancy in any office arising from any cause may be filled for the
unexpired portion of the term by the Board of Directors.

     SECTION 3.  The President; Chairman of the Board - Powers and Duties.  The
                 --------------------------------------------------------
President shall be the chief executive officer of the Corporation and, as such,
shall have such powers, authority and duties as ordinarily pertain to such
office and shall be responsible for the general supervision and coordination of
the affairs and operations of the Corporation.  Further, the Chairman of the
Board shall preside over all meetings of the stockholders and directors of the
Corporation, except to the extent the Board of Directors determines otherwise.
The President's primary responsibilities shall be to supervise the affairs and
operations of the Corporation and to conduct the affairs of the Corporation to
achieve such objectives as may be established from time to time by the Board of
Directors and to ensure that the activities of the various subsidiaries,
divisions and other operating units of the Corporation are properly coordinated.
He shall have final authority over the affairs, operations and budgets of such
subsidiaries, divisions and other operating units, and shall keep the Board of
Directors advised.  He shall sign or countersign certificates, contracts and
other instruments of the Corporation as authorized by the Board of Directors,
and shall perform all of the duties and enjoy all the powers which are delegated
to him by the Board of Directors, except in all instances as he may delegate
such authority and such duties to other officers of the Corporation.  In the
event the Board of Directors elects a Chairman of the Board of Directors who is
not also the President, he shall have all the powers of the President in the
President's absence or inability to act and such other powers as the Board of
Directors shall designate.

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     SECTION 4.  Vice Presidents - Powers and Duties.  Each Vice President shall
                 -----------------------------------
have such powers and discharge such duties as may be assigned him from time to
time by the President or by the Board of Directors upon recommendation of the
President.  One or more Executive Vice Presidents and/or Senior Vice Presidents
may be appointed.

     SECTION 5.  Secretary - Powers and Duties.  The Secretary shall issue
                 -----------------------------
notices for all meetings except that notice for special meetings of directors
called at the request of four directors may be issued by such directors, shall
keep minutes of all meetings, shall have charge of the seal and the corporate
minute books, and shall make such reports and perform such other duties as are
incident to his office, or are properly required of him by the Board of
Directors.

     SECTION 6.  Assistant Secretaries - Powers and Duties.  The Assistant
                 -----------------------------------------
Secretaries in order of their seniority shall, in the absence or disability of
the Secretary, perform the duties and exercise the powers of the Secretary, and
shall perform such other duties as the Board of Directors shall prescribe.

     SECTION 7.  Treasurer - Powers and Duties.  The Treasurer shall have the
                 -----------------------------
custody of all monies and securities of the Corporation and shall keep regular
books of account.  He shall disburse the funds of the Corporation in payment of
the just demands against the Corporation or as may be ordered by the Board of
Directors, taking proper vouchers for such disbursements, and shall render to
the Board of Directors from time to time as may be required of him, an account
of all his transactions as Treasurer and of the financial condition of the
Corporation.  He shall perform all duties incident to his office or that are
properly required of him by the Board of Directors.

     SECTION 8.  Assistant Treasurers - Powers and Duties.  The Assistant
                 ----------------------------------------
Treasurers in the order of their seniority shall, in the absence or disability
of the Treasurer, perform the duties and exercise the powers of the Treasurer,
and shall perform such other duties as the Board of Directors shall prescribe.

     SECTION 9.  Controller - Powers and Duties.  The Controller shall keep full
                 ------------------------------
and accurate accounting records for the Corporation, and shall render to the
Board of Directors from time to time, as may be required of him, reports of
operations and financial condition of the Corporation.  He shall perform all
duties incident to his office or that are required of him from time to time by
the Board of Directors.

     SECTION 10.  Voting Corporation's Securities.  Unless otherwise ordered by
                  -------------------------------
the Board of Directors, the President, or in the event of his inability to act
(or in the event the President so designates), such officer as may be designated
by the Board of Directors to act in the absence thereof (or as may be designated
by the President), shall have full power and authority on behalf of the
Corporation to attend and to act and to vote (whether in person or by proxy) at
any meetings of security holders of corporations in which the Corporation may
hold securities, and at such meetings shall possess and may exercise (whether in
person or by proxy) any and all rights and powers incident to the ownership of
such securities, which as the owner thereof the Corporation might have possessed
and exercised, if present.  The Board of Directors by resolution from time to
time may confer like powers upon any other person or persons.

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     SECTION 11.  Divisional Officers.  The Board of Directors may from time to
                  -------------------
time establish and abolish one or more operating divisions of the Corporation.
The Board of Directors may assign one of the Vice Presidents of the Corporation
to any such division who shall, subject to the direction of the Board of
Directors and the President, supervise and control the business of such division
and all officers, agents, and employees of the Corporation whose principal
duties are in connection with the business of such division.  The Vice President
so assigned to any such division may be appointed as the President of such
division in connection with the operation of its business.  The Board of
Directors may also appoint one or more Vice Presidents, a Secretary, a
Treasurer, and one or more Assistant Treasurers or Secretaries of any such
division, who shall hold their offices for such terms and exercise such powers
and perform such duties as shall be determined by the Board or by the President
of such division.  Persons so appointed by the Board of Directors as Vice
President, President, Secretary, Assistant Treasurer, or Assistant Secretary of
a division need not also be officers of the Corporation.

                                   ARTICLE V
                                   ---------
                             CERTIFICATES OF STOCK
                             ---------------------

     SECTION 1.  Form and Transfers.  The interest of each stockholder of the
                 ------------------
Corporation shall be evidenced by certificates for shares of stock , certifying
the number of shares represented thereby and in such form not inconsistent with
the Restated Certificate of Incorporation as the Board of Directors may from
time to time prescribe.

     Transfers of shares of the capital stock of the Corporation shall made only
on the books 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 clerk or a transfer agent
appointed as in Section 4 of this Article provided, and on surrender of the
certificate or certificates for such shares properly endorsed and the payment of
all taxes thereon.  The person in whose name shares of stock stand on the books
of the Corporation shall be deemed the owner thereof for all purposes as regards
the Corporation; provided that whenever any transfer of shares shall be made for
collateral security, and not absolutely, such fact, if known to the Secretary of
the Corporation, shall be so expressed in the entry of transfer.  the Board may,
from time to time, make such additional rules and regulations as it may deem
expedient, not inconsistent with these Bylaws, concerning the issues, transfer,
and registration of certificates for shares of the capital stock of the
Corporation.

     The certificates of stock shall be signed by the president or a Vice
President and by the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer, and sealed with the seal of the Corporation.  Such seal may
be a facsimile, engraved or printed.  If such certificate is countersigned (1)
by a transfer agent or transfer clerk other than the Corporation or its
employee, or, (2) by a registrar other than the Corporation or its employee, any
other signature on the certificate may be a facsimile.  In case any officer,
transfer agent, transfer clerk or registrar who has signed or whose facsimile
signature has been placed upon such certificate shall have ceased to be such
officer, transfer agent, transfer clerk 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, transfer clerk or registrar at the date of its
issue.

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<PAGE>

     SECTION 2.  Lost, Stolen, Destroyed, or Mutilated Certificate.  No
                 -------------------------------------------------
certificate for shares of stock in the Corporation shall be issued in place of
any certificate alleged to have been lost, destroyed, or stolen, except on
production of such evidence of such loss, destruction, or theft and on delivery
to the Corporation, if the Board of Directors shall so require, of a bond of
indemnity in such amount (not exceeding twice the value of the shares
represented by such certificate), upon such terms and secured by such surety as
the Board of Directors may in its discretion require.

     SECTION 3.  Transfer Agent and Registrar.  The Board of Directors may
                 ----------------------------
appoint one or more transfer clerks or one or more transfer agents and one or
more registrars, and may require all certificates of stock to bear the signature
or signatures of any of them

                                   ARTICLE VI
                                   ----------
                                  FISCAL YEAR
                                  -----------

     The fiscal year of the Corporation shall begin on May 1 in each year and
shall end on the following April 30, unless otherwise determined by the Board of
Directors.

                                  ARTICLE VII
                                  -----------
                                 CORPORATE SEAL
                                 --------------

     The corporate seal of the Corporation shall consist of two concentric
circles, between which shall be the name of the Corporation, and in the center
shall be inscribed the year of its incorporation and the words, "Corporate Seal,
Delaware."

                                  ARTICLE VIII
                                  ------------
                                   AMENDMENTS
                                   ----------

     The Bylaws of the Corporation shall be subject to alteration, amendment, or
repeal, and new Bylaws not inconsistent with any provision of the Restated
Certificate of Incorporation or statute, may be made, either by the affirmative
vote of the stockholders entitled to cast a majority of the number of votes
present and entitled to be cast at any annual or special meeting of the
stockholders, a quorum being present, or by the affirmative vote of a majority
of the whole Board, given at any regular or special meeting of the Board,
provided that notice of the proposal so to make, alter, amend, or repeal such
Bylaws be included in the notice of such meeting of the Board or the
stockholders, as the case may be.  Bylaws made, altered, or amended by the Board
may be altered, amended or repealed by the affirmative vote of stockholders
entitled to cast a majority of the number of votes present and entitled to be
cast at any annual or special meeting thereof.

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