-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KwBy2fmVwd1Akak4NhNtiKQElZUhBvJEs15qW3+N3yob25bdbG4xyEtf+YI89ENg ceueAuQGCECJy9eAKv96qw== 0001010924-98-000043.txt : 19980810 0001010924-98-000043.hdr.sgml : 19980810 ACCESSION NUMBER: 0001010924-98-000043 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980806 FILED AS OF DATE: 19980807 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: MEDIZONE INTERNATIONAL INC CENTRAL INDEX KEY: 0000753772 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 870412648 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 002-93277-D FILM NUMBER: 98679413 BUSINESS ADDRESS: STREET 1: 144 BUENA VISTA CITY: STINSON BEACH STATE: CA ZIP: 94970 BUSINESS PHONE: 415 868 0300 MAIL ADDRESS: STREET 1: P.O. BOX 742 CITY: STINSON BEACH STATE: CA ZIP: 94970 FORMER COMPANY: FORMER CONFORMED NAME: MADISON FUNDING INC DATE OF NAME CHANGE: 19860413 DEF 14A 1 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [X] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) [ ] Definitive Proxy Statement [ ] Definitive Additional Materials [ ] Soliciting Material Pursuant to Section 240.14a-11(c) or 240.14a-12 MEDIZONE INTERNATIONAL, INC. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Name of Registrant as Specified in Charter) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . (Name of Person(s) Filing Proxy Statement If Other Than The Registrant) Payment of Filing Fee (Check the appropriate box): [X] No fee required [ ] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or Item 22(a)(2) of Schedule 14A. [ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. 1) Title of each class of securities to which transaction applies: . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2) Aggregate number of securities to which transaction applies: . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined): . . . . . . . . . . . . . . . . . 4) Proposed maximum aggregate value of transaction: . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5) Total fee paid: . . . . . . . . . . . . . . . . . . . . . . . . . . . . [ ] Fee paid previously with preliminary materials [ ] Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the For of Schedule and the date of its filing. 1) Amount Previously Paid: . . . . . . . . . . . . . . . . 2) Form, Schedule or Registration Statement No.. . . . . . 3) Filing Party: . . . . . . . . . . . . . . . . . . . . . 4) Date Filed: . . . . . . . . . . . . . . . . . . . . . . MEDIZONE INTERNATIONAL, INC. 144 BUENA VISTA STINSON BEACH, CALIFORNIA 94970 (415) 868-0300 NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD SEPTEMBER 17, 1998 To the Shareholders: Notice is hereby given that the Annual Meeting of the Shareholders of Medizone International, Inc. ("the Company") will be held at the Spinnaker Restaurant, 100 Spinnaker Dr., Sausalito, California, on Thursday, September 17, 1998, at 11:00 a.m., Pacific Daylight Time, and at any postponement or adjournment thereof, for the following purposes, which are discussed in the following pages and which are made part of this Notice: 1. To elect three directors, each to serve until the next annual meeting of shareholders and until his successor is elected and shall qualify; 2. To approve a proposal to adopt Amended and Restated Bylaws of the Company; 3. To approve the Board of Directors' selection of Anderson, Anderson & Strong, LLP as the Company's independent auditors; and 4. To consider and act upon any other matters that properly may come before the meeting or any adjournment thereof. The Company's Board of Directors has fixed the close of business on August 3, 1998 as the record date for the determination of shareholders having the right to notice of, and to vote at, the Annual Meeting of Shareholders and any adjournment thereof. A list of such shareholders will be available for examination by a shareholder for any purpose related to the meeting during ordinary business hours at the offices of the Company at 144 Buena Vista, Stinson Beach, California during the ten days prior to the meeting. You are requested to date, sign and return the enclosed Proxy which is solicited by the Board of Directors of the Company and will be voted as indicated in the accompanying Proxy Statement and Proxy. Your vote is important. Please sign and date the enclosed Proxy and return it promptly in the enclosed return envelope, whether or not you expect to attend the meeting. The giving of your proxy as requested will not affect your right to vote in person if you decide to attend the Annual Meeting. The return envelope requires no postage if mailed in the United States. If mailed elsewhere, foreign postage must be affixed. Your proxy is revocable at any time before the meeting. By Order of the Board of Directors, Jill Marshall, Secretary Stinson Beach, California August 7, 1998 MEDIZONE INTERNATIONAL, INC. 144 BUENA VISTA STINSON BEACH, CALIFORNIA 94970 (415) 868-0300 PROXY STATEMENT ANNUAL MEETING OF SHAREHOLDERS The enclosed Proxy is solicited by the Board of Directors of Medizone International, Inc. (the "Company") for use in voting at the Annual Meeting of Shareholders to be held at the Spinnaker Restaurant, 100 Spinnaker Dr., Sausalito, California on September 17, 1998, at 11:00 a.m., Pacific Daylight Time, and at any postponement or adjournment thereof, for the purposes set forth in the attached notice. When proxies are properly dated, executed and returned, the shares they represent will be voted at the Annual Meeting in accordance with the instructions of the shareholder completing the proxy. If no specific instructions are given, the shares will be voted FOR the election of the nominees for directors set forth herein, FOR approval of the Amended and Restated Bylaws of the Company, and FOR ratification of the appointment of auditors. A shareholder giving a proxy has the power to revoke it at any time prior to its exercise by voting in person at the Annual Meeting, by giving written notice to the Company's Secretary prior to the Annual Meeting, or by giving a later dated proxy. The presence at the meeting, in person or by proxy, of shareholders holding in the aggregate a majority of the outstanding shares of the Company's common stock entitled to vote shall constitute a quorum for the transaction of business. The Company does not have cumulative voting for directors; a plurality of the votes properly cast for the election of directors by the shareholders attending the meeting, in person or by proxy, will elect directors to office. Action on a matter, other than the election of directors, is approved if the votes properly cast favoring the action exceed the votes cast opposing the action. Abstentions and broker non-votes will count for purposes of establishing a quorum, but will not count as votes cast for the election of directors or any other questions and accordingly will have no effect. Votes cast by shareholders who attend and vote in person or by proxy at the Annual Meeting will be counted by inspectors to be appointed by the Company (it is anticipated that the inspectors will be employees, attorneys or agents of the Company). The close of business on August 3, 1998, has been fixed as the record date for determining the shareholders entitled to notice of, and to vote at, the Annual Meeting. Each share shall be entitled to one vote on all matters. As of the record date there were 144,323,804 shares of the Company's common stock outstanding and entitled to vote. For a description of the principal holders of such stock, see "SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT" below. This Proxy Statement and the enclosed Proxy are being furnished to shareholders on or about August 14, 1998. PROPOSAL 1 -- ELECTION OF DIRECTORS The Company's Bylaws, as amended, provide that the number of directors shall range from three to seven, as determined from time to time by the shareholders or the Board of Directors. Presently the Company's Board of Directors consists of four members, three of whom are nominees for election at the Annual Meeting. It is anticipated that future financing and other transactions may, as a part of their terms, require the expansion of the Board of Directors and appointment of additional directors to fill the vacancies created by such expansion. At such time, the Board of Directors will appoint persons to fill the new vacancies, as provided in the Amended and Restated Bylaws. Each director elected at the Annual Meeting will hold office until a successor is elected and qualified, or until the director resigns, is removed or becomes disqualified. Unless marked otherwise, proxies received will be voted FOR the election of each of the nominees named below. If any such person is unable or unwilling to serve as a nominee for the office of director at the date of the Annual Meeting or any postponement or adjournment thereof, the proxies may be voted for a substitute nominee, designated by the proxy holders or by the present Board of Directors to fill such vacancy, or for the balance of those nominees named without nomination of a substitute, or the Board may be reduced accordingly. The Board of Directors has no reason to believe that any of such nominees will be unwilling or unable to serve if elected as a director. The following information is furnished with respect to the nominees. Stock ownership information is shown under the heading "Security Ownership of Certain Beneficial Owners and Management" and is based upon information furnished by the respective individuals. Mr. Edwin G. Marshall, age 56, has been Chairman of the Board since June 1997. Mr. Marshall was unanimously appointed Chief Executive Officer of the Company by the Board of Directors in April 1998. Educated at Santa Rosa Junior College and the College of Marin, he studied Business Administration and Fire Science. Until 1979, Mr. Marshall worked as a professional fire fighter, rising to the rank of Captain. From 1980 until 1994, Mr. Marshall was an entrepreneur, involved mostly with real estate brokerage and investment, the automobile business and stock investments. A major shareholder in the Company since 1994, Mr. Marshall formed The Sand Dollar Solution, a California limited partnership in 1997 and is the general partner of that company. Gerard V. Sunnen, M.D., age 56, has been a director of the Company since June 1997. In April 1998, Dr. Sunnen was unanimously appointed President of the Company by the Board of Directors. Dr. Sunnen received his B.A. from Rutgers University and his M.D. from the State University of New York. Dr. Sunnen served in the United States Air Force as a medical doctor, holding the rank of Major. Dr. Sunnen has been a practicing Clinical Psychiatrist and Psycho- pharmacologist since 1971. He became interested in ozone in the mid- 1980's and studied under prominent German practitioners. He is the author of "Ozone in Medicine: Overview and Future Directions," Journal of Advancement in Medicine, Vol. 1, No. 3 (1988). Since taking over as the Company's Director of Science in June 1997, Dr. Sunnen has led the Company aggressively in its scientific pursuits. Among his many accomplishments on behalf of the Company in the last year, Dr. Sunnen is the author of a new patent application recently filed for the external use of ozone (Medizone) to treat pathological conditions. William Hitt, Ph.D.,M.D., age 72. A board member since June 1997, Dr. Hitt received a B.S. degree from the University of Denver and a Ph.D. from Colorado A&M University. Dr. Hitt received his M.D. from the University of Colorado and pursued post-medical school studies at Duke University and Washington University School of Medicine. Dr. Hitt has taught Microbiology and Virology at several universities, including the Malcolm-Pratt Institute at Johns Hopkins University. Dr. Hitt is a recipient of the prestigious Eli Lily Award from the National Institutes of Health in 1953 for his discovery and report of a new anaerobic species of mycoplasma. Additionally, he received the Leeuwenhoek Award in 1960, the Cientifico Destacado of Mexico in 1990 and 1992, and the Bioethics International Award of Merit in 1993. A long-time member of the World Health Organization, Dr. Hitt was a member of the Board of Directors of Physicians Against Nuclear War, which organization was awarded the Nobel Peace Prize in 1985. Dr. Hitt resides in Southern California and operates a number of William Hitt Centers internationally. There is no family relationship between any directors of the Company. Mr. Marshall's wife, Jill Marshall, is the Chief Operating Officer and Secretary of the Company. DIRECTOR COMPENSATION Directors have not received any compensation for their services as Directors of the Company. The Amended and Restated Bylaws to be voted upon by the shareholders at the Annual Meeting, provide that the Board of Directors may establish compensation levels for Directors. At this time, Directors receive no compensation for their service as such, although they may be reimbursed for certain expenses incurred in connection with their attendance at meetings of the Board or the Company which they attend or in which they participate. BOARD OF DIRECTORS MEETINGS AND COMMITTEES The Company's Board of Directors took action at 10 duly noticed meetings of the Board during the fiscal year ended December 31, 1997. Each nominee for director then serving as a director attended or participated in all of the meetings of the Board of Directors. Presently there are no active committees of the Board. THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH NOMINEE DIRECTOR. EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES/CONSULTANTS The following individuals serve as executive officers or significant employees or consultants of the Company: CURRENT NAME AGE POSITION(S)(1) - ----------------------- --- ----------------------------- Edwin G. Marshall 56 Chairman, Chief Executive Officer Dr. Gerard V. Sunnen 56 President, Director of Science, Director Arthur P. Bergeron 48 Vice President, Chief Financial Officer, Treasurer Jill Marshall 46 Chief Operating Officer, Secretary ___________ (1) Directors serve for one year and until their successors are elected and qualified. All officers serve at the pleasure of the Board of Directors. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth information as of July 31, 1998, regarding beneficial stock ownership of (i) all persons known to the Company to be beneficial owners of more than 5% of the outstanding Common Stock; (ii) each director, and each person who served at any time during fiscal year 1998 as the Company's CEO, and (iii) present officers and directors of the Company as a group. Each of the persons in the table below has sole voting power and sole dispositive power as to all of the shares shown as beneficially owned by them except as otherwise indicated.
NUMBER OF SHARES PERCENT OF NAME AND ADDRESS BENEFICIALLY OWNED OUTSTANDING SHARES Edwin G. Marshall 73,959,333(1) 36% Director and Executive Officer P.O. Box 742 Stinson Beach, CA 94970 Arthur P. Bergeron 3,830,334(2) 2.76% Vice President, Treasurer and Chief Financial Officer 40 Grove Street Wellesley, MA 02181 Kenneth Gropper 660,000(3) 0.48% Director 129 Eagle's Nest Road Lincoln, NH 03251 Dr. Gerard V. Sunnen President and Director 1,500,000 1.08% 200 East 23rd Street New York, NY 10016 All Officers and Directors as a Group (4 persons): 79,949,666(4) 37.7%
(1) Includes (i) an aggregate of 160,000 shares owned of record by Mr. Marshall's wife, 1,000 shares owned of record by his son, and 50,000 shares owned jointly with his mother, (ii) 6,571,428 shares owned by Sand Dollar, of which he is the general partner, (iii) 250,000 shares owned directly by Mr. Marshall, (iv) 165,000 shares held in street name; and (iv) options held by Sand Dollar to purchase up to 66,761,905 shares of Common Stock exercisable at prices ranging from $0.07 to $0.20 per share. (2) Includes (i) 544,167 shares held through the Bergeron Profit Sharing Plan; and (ii) 1,000,000 shares obtainable upon exercise of the option granted in Mr. Bergeron's employment agreement which vested on January 1, 1996 (500,000 shares) and January 1, 1997 (500,000 shares). (3) Includes 500,000 shares registered in the name of his wife. (4) Based on a total of 212,085,709 shares outstanding assuming exercise of all options and warrants described above. COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT Section 16(a) of the Securities Exchange Act of 1934 requires the Company's officers and directors, and persons who beneficially own more than ten percent of a registered class of the Company's equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than ten-percent shareholders are required by regulation of the Securities and Exchange Commission to furnish the Company with copies of all Section 16(a) forms which they file. The Company is not aware of any transactions in its outstanding securities by or on behalf of any director, executive officer or ten percent holder, which would require the filing of any report pursuant to Section 16(a) during the fiscal year ended December 31, 1997, that was not filed with the Commission. EXECUTIVE COMPENSATION The following Summary Compensation Table shows compensation paid by the Company for services rendered during the past three fiscal years to persons serving as the Chief Executive Officer of the Company during the last fiscal year. In June 1997, Joseph Latino was removed as the Company's President and Chief Executive Officer. He was replaced by Milton G. Adair. Mr. Adair resigned in April 1998 to pursue other interests and he was succeeded by Mr. Marshall as the CEO and by Dr. Sunnen as the President.
SUMMARY COMPENSATION TABLE Long-Term Compensation Annual Compensation Awards Name and Principal Position Year Salary Bonus Options(#) - --------------------- ---- ------- ------ ------------- Joseph S. Latino 1997(1) $ $ 0 0 President and CEO 1996 $ 180,000 $ 0 0 1995 $ 180,000 $ 0 3,000,000 Milton G. Adair 1998(2) $ 66,667 $ 0 0 1997 $ 66,667 $ 0 0 - ------------
(1) Dr. Latino's employment was terminated by the Company on May 14, 1997. He was reimbursed for certain expenses in the amounts of $33,222 and $45,642, in 1995 and 1996, respectively. In 1995 and 1996, the Company also provided Dr. Latino with health insurance. The options referred to in the table expired May 14, 1998. Dr. Latino did not exercise any options held by him. (2) Mr. Adair left the Company in April 1998. EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT ARRANGEMENTS The Company and its former Chief Executive Officer, Joseph S. Latino entered into an employment agreement, effective January 1, 1995, pursuant to which the Company agreed to employ Dr. Latino as its Chief Executive Officer and Director of Research, at a salary of $180,000 per annum, for a one-year period or until terminated by either of the parties in accordance with its terms. Dr. Latino received certain fringe benefits under the contract including the use of an automobile and health and life insurance. He was also granted an option to purchase 3,000,000 shares of the Company's Common Stock, par value $.001, at a per share price of $.20. The option was to vest in annual increments of 1,000,000 shares, on and after January 1 of each of 1996, 1997 and 1998, provided that Dr. Latino was still employed by the Company at such dates. The agreement continued in effect in 1996 but was terminated for cause in May 1997. The options held by Dr. Latino expired in May 1998. The Company agreed to employ Arthur P. Bergeron, effective January 1, 1995, as its Chief Financial Officer, at a salary of $72,000 per annum, plus monthly expenses and health insurance, for a one-year period or until terminated by either party in accordance with its terms. Mr. Bergeron continues to serve in the positions of Vice President, Treasurer and Chief Financial Officer. Mr. Bergeron also continues in his private accounting practice. Mr. Bergeron was also granted an option to purchase 1,500,000 shares of the Company's common stock, par value $.001, at a per share price of $.20. This option was to vest in annual increments of 500,000 shares on and after January 1 of each of 1996, 1997 and 1998, provided that Mr. Bergeron is still employed by the Company at each such date. The agreement also provides for certain bonuses to be paid if the Company achieves certain financial results. COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION The Company does not have a compensation committee. Matters concerning the compensation of executive officers are determined by the Company's Board of Directors. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS In June 1997, the former members of the Board of Directors resigned or were removed and replaced by a new Board of Directors which included certain of the current Directors who will be voted upon at this Annual Meeting of Shareholders. At that time, the new Board of Directors authorized the Company to enter into an agreement with Sand Dollar pursuant to which Sand Dollar was issued warrants to purchase an aggregate of 73,333,333 shares of the Company's Common Stock in connection with funding arranged and/or provided by Sand Dollar. Sand Dollar purchased 5,714,286 shares of Common Stock pursuant to such warrants, at a price of $.07 per share, for a total purchase price of $400,000. Sand Dollar has made subsequent purchases under the warrants totaling $60,000 at $0.07 per share. The current Chairman and Chief Executive Officer of the Company, Edwin G. Marshall, is the General Partner of Sand Dollar. PROPOSAL 2 -- APPROVAL OF AMENDED AND RESTATED BYLAWS The Board of Directors has approved Amended and Restated Bylaws of the Company (the "New Bylaws"). The New Bylaws reflect changes to Nevada corporate law since the adoption of the original bylaws ("Old Bylaws"). The Old Bylaws were adopted before the Company became an operating entity and the Board of Directors believes that the New Bylaws are needed to provide the Board of Directors and the Company with appropriate regulations that more closely fit the current needs of the Company. A copy of the New Bylaws is attached to and made a part of this Proxy Statement. THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE "FOR" THE PROPOSAL TO ADOPT THE NEW BYLAWS. SUMMARY OF NEW BYLAWS COMPARED TO OLD BYLAWS The key provisions of the New Bylaws that differ from their counterparts in the Old Bylaws are described briefly below. The following summary is qualified in its entirety by the full text of the New Bylaws. You are advised to read the New Bylaws and carefully consider the changes that have been made before you mark your ballot. The New Bylaws have been prepared and adopted by the Board of Directors to update the Old Bylaws and to more accurately reflect the management structure adopted by the Company. Among other things, the New Bylaws address the following matters that are either omitted from the Old Bylaws or that are treated in the Old Bylaws in an out-dated manner: Officers. The New Bylaws include provisions allowing for appointment of several executive officers that are commonly found in corporations. These officers include Chief Executive Officer and Chief Operating Officer. The New Bylaws plainly describe the duties of all officers of the Company and establish guidelines for managing the Company if one or more of these offices is not filled. Directors. The New Bylaws permit the Company to compensate directors. Management believes this ability is necessary to attract and retain qualified individuals as Board members. The Old Bylaws provided that directors would receive no compensation. The Board has not determined what, if any, compensation directors may receive following approval of the New Bylaws. Meetings and Corporate Governance. The New Bylaws reflect changes and advances in technology, such as facsimile, email and same-day or next- day courier service that have changed the pace of business internationally. For example, the New Bylaws permit the directors to receive notice of meetings by means of any one of these rapid methods of delivery. The New Bylaws also give the Board some flexibility in setting the date of the Company's annual meeting of shareholders, rather than suggesting a firm date each year. A suggested form of notice and procedure for delivering notice of shareholder meetings is also contained in the New Bylaws. Like the Old Bylaws, the New Bylaws limit directors and officers' liability for certain breaches of fiduciary duty and require the Company to indemnify persons serving as directors of the Company from and against personal liability for acts or omissions of the director or officer during their service to the Company, to the fullest extent permitted by Nevada law. PROPOSAL 3 APPROVAL OF INDEPENDENT AUDITORS The Board of Directors of the Company has selected Anderson, Anderson & Strong as the independent auditors for the Company for the year ending December 31, 1998. Anderson, Anderson & Strong also served as the Company's independent auditors for the year ended December 31, 1997. At the Annual Meeting, shareholders will be asked to ratify the selection by the Board of Directors of Anderson, Anderson & Strong as the Company's independent auditors. Representatives of Anderson, Anderson & Strong may attend the 1998 Annual Meeting. If they attend, they will have an opportunity to make a statement if they desire to do so, and they will be available to answer appropriate questions from shareholders. THE BOARD RECOMMENDS SHAREHOLDER APPROVAL OF THE SELECTION OF AUDITORS. OTHER MATTERS As of the date of this Proxy Statement, the Board of Directors of the Company does not intend to present, and has not been informed that any other person intends to present, a matter for action at the 1998 Annual Meeting other than as set forth herein and in the Notice of Annual Meeting. If any other matter properly comes before the meeting, it is intended that the holders of proxies will act in accordance with their best judgment. The accompanying proxy is being solicited on behalf of the Board of Directors of the Company. In addition to the solicitation of proxies by mail, certain of the officers and employees of the Company, without extra compensation, may solicit proxies personally or by telephone, and, if deemed necessary, third party solicitation agents may be engaged by the Company to solicit proxies by means of telephone, facsimile or telegram, although no such third party has been engaged by the Company as of the date hereof. The Company will also request brokerage houses, nominees, custodians and fiduciaries to forward soliciting materials to the beneficial owners of common stock held of record and will reimburse such persons for forwarding such material. The cost of this solicitation of proxies will be borne by the Company. ANNUAL REPORT Copies of the Company's annual report on Form 10-K (including financial statements and financial statement schedules) filed with the securities and exchange commission may be obtained without charge by writing to the Company - attention: Jill Marshall, P.O. Box 742, Stinson Beach, California 94970. A request for a copy of the Company's Annual Report on Form 10-K must set forth a good-faith representation that the requesting party was either a holder of record or a beneficial owner of Common Stock of the Company on August 3, 1998. Exhibits to the Form 10-K, if any, will be mailed upon similar request and payment of specified fees to cover the costs of copying and mailing such materials. These documents have been filed by the Company with the Securities and Exchange Commission and are posted and may be viewed at the Company's website: www.medizoneint.com and at the Commission's website: www.sec.gov. SHAREHOLDER PROPOSALS Any shareholder proposal intended to be considered for inclusion in the proxy statement for presentation in connection with the next Annual Meeting of Shareholders must be received by the Company by March 15, 1999. The proposal must be in accordance with the provisions of Rule 14a-8 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934. The Company suggests that any such request be submitted by certified mail, return receipt requested. The Board of Directors will review any proposal which is timely received, and determine whether it is a proper proposal to present to the 1999 Annual Meeting. The enclosed Proxy is furnished for you to specify your choices with respect to the matters referred to in the accompanying notice and described in this Proxy Statement. If you wish to vote in accordance with the Board's recommendations, merely sign, date and return the Proxy in the enclosed envelope which requires no postage if mailed in the United States. A prompt return of your Proxy will be appreciated. By Order of the Board of Directors Jill Marshall, Secretary Stinson Beach, California August 14, 1998 APPENDICES 1. FORM OF PROXY 2. AMENDED AND RESTATED BYLAWS PROXY MEDIZONE INTERNATIONAL, INC. THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned hereby appoints Edwin G. Marshall and Gerard Sunnen and each of them as Proxies, with full power of substitution, and hereby authorizes them to represent and vote, as designated below, all shares of Common Stock of the Company held of record by the undersigned on September 17, 1998 at the Annual Meeting of Shareholders to be held at the Spinnaker Restaurant, 100 Spinnaker Dr., Sausalito, California, at 11:00 a.m., Pacific Daylight Time, or at any adjournment thereof. 1. Election of Directors. FOR WITHHOLD AS TO ALL FOR ALL EXCEPT / / / / / / (INSTRUCTIONS: IF YOU MARK THE "FOR ALL EXCEPT" CATEGORY ABOVE, INDICATE THE NOMINEE(S) AS TO WHICH YOU DESIRE TO WITHHOLD AUTHORITY BY STRIKING A LINE THROUGH SUCH NOMINEE(S) NAME IN THE LIST BELOW:) Edwin G. Marshall, Gerard V. Sunnen, M.D., William Hitt, Ph.D., M.D. 2. To approve Amended and Restated Bylaws for the Company. FOR AGAINST ABSTAIN / / / / / / 3. To approve and ratify the selection of Anderson, Anderson & Strong, LLP as the Company's independent auditors for the fiscal year ending December 31, 1998. FOR AGAINST ABSTAIN / / / / / / 4. In their discretion, the Proxies are authorized to vote upon such other business as may properly come before the Annual Meeting. THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY THE UNDERSIGNED SHAREHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR PROPOSALS 1, 2 and 3. DATE: --------------------------- ------------------------------------------- Signature ------------------------------------------- Signature of joint holder, if any PLEASE SIGN EXACTLY AS THE SHARES ARE ISSUED. WHEN SHARES ARE HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS ATTORNEY, AS EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN PARTNERSHIP NAME BY AUTHORIZED PERSON. PLEASE DATE, SIGN AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED ENVELOPE EX-3 2 AMENDED AND RESTATED BYLAWS OF MEDIZONE INTERNATIONAL, INC. As adopted August 6, 1998 TABLE OF CONTENTS OF THE AMENDED AND RESTATED BYLAWS OF MEDIZONE INTERNATIONAL, INC. ARTICLE I. IDENTIFICATION Section 1.01. Name Section 1.02. Registered Office and Resident Agent Section 1.03. Other Offices Section 1.04. Seal Section 1.05. Fiscal Year ARTICLE II. CAPITAL STOCK Section 2.01. Consideration for Shares Section 2.02. Certificates Representing Shares Section 2.03. Transfer of Stock Section 2.04. Regulations Section 2.05. Transfer Agents and Registrars Section 2.06. Lost or Destroyed Certificates ARTICLE III. SHAREHOLDERS Section 3.01. Place of Shareholder Meetings Section 3.02. Annual Shareholder Meetings Section 3.03. Special Shareholder Meetings Section 3.04. Business at Meetings of Shareholders Section 3.05. Notice of Shareholder Meetings Section 3.06. Shareholder Quorum Section 3.07. Adjourned Shareholder Meetings Section 3.08. Entry of Notice Section 3.09. Voting Section 3.10. Consent of Absentees Section 3.11. Action Without Meeting Section 3.12. Proxies Section 3.13. Definition of Shareholder ARTICLE IV. BOARD OF DIRECTORS Section 4.01. Number; Term; Election Section 4.02. Nominations Section 4.03. Vacancies Section 4.04. Annual Meetings Section 4.05. Regular Meetings Section 4.06. Other Meetings Section 4.07. Notice of Adjourned Meetings Section 4.08. Entry of Notice Section 4.09. Waiver of Notice Section 4.10. Quorum Section 4.11. Participation in Meetings by Telephone Section 4.12. Adjournment Section 4.13. Action Without Meeting Section 4.14. Fees and Compensation Section 4.15. Limitation of Liability Section 4.16. Indemnification; Advancement of Expenses Section 4.17. Indemnification of Employees and Agents Section 4.18. Powers of Directors Section 4.19. Committees Section 4.20. Audit Committee ARTICLE V. OFFICERS Section 5.01. Officers Section 5.02. Election Section 5.03. Subordinate Officers Section 5.04. Removal and Resignation Section 5.05. Vacancies Section 5.06. Chairman of the Board Section 5.07. Chief Executive Officer Section 5.08. President Section 5.09. Executive Vice Presidents Section 5.10. Secretary Section 5.11. Assistant Secretaries Section 5.12. Chief Financial Officer Section 5.13 Treasurer Section 5.14 Assistant Treasurers Section 5.15. Corporate Bank Accounts Section 5.16. Transfers of Authority ARTICLE VI. MISCELLANEOUS Section 6.01. Record Date and Closing Stock Books Section 6.02. Stock List Section 6.03. Checks, Drafts, etc. Section 6.04. Contracts, etc.; How Executed Section 6.05. Representation of Shares Section 6.06. Inspection of Bylaws ARTICLE VII. AMENDMENTS Section 7.01. Power of Shareholders Section 7.02. Power of Directors AMENDED AND RESTATED BYLAWS OF MEDIZONE INTERNATIONAL, INC. ARTICLE I IDENTIFICATION SECTION 1.01. NAME. The name of the Corporation is MEDIZONE INTERNATIONAL, INC. SECTION 1.02. REGISTERED OFFICE AND RESIDENT AGENT. The name and address of the registered agent and office of the Corporation in the State of Nevada shall be the registered office named in the Articles of Incorporation of the Corporation or such other office (which need not be a place of business of the Corporation) as may be designated from time to time by the Board of Directors in the manner provided by law. SECTION 1.03. OTHER OFFICES. The principal business office of the Corporation shall be established by the Board of Directors and branch or subordinate offices may be established by the Board of Directors. SECTION 1.04. SEAL. The seal of the Corporation, if any, will be circular in form and mounted upon a metal die, suitable for impressing the same upon paper. The use of the seal is not necessary on any corporate document and its use or non-use shall not in any way affect the legality of the document. SECTION 1.05. FISCAL YEAR. The fiscal year of the Corporation will be determined by resolution of the Board of Directors. ARTICLE II CAPITAL STOCK SECTION 2.01. CONSIDERATION FOR SHARES. The capital stock may be issued for such consideration, expressed in dollars, as shall be fixed from time to time by the Board of Directors. Treasury shares may be disposed of by the Corporation for such consideration expressed in dollars as may be fixed from time to time by the Board of Directors. SECTION 2.02. CERTIFICATES REPRESENTING SHARES. Each holder of the capital stock of the Corporation is entitled to a certificate in such form as may be required by applicable law signed by the Chairman of the Board, President, Chief Executive Officer, Chief Operating Officer or a Vice President, and the Secretary (or an Assistant Secretary), certifying the number of shares owned by the shareholder in the Corporation. In case any officer or officers who shall have signed, or whose facsimile signature or signatures shall have been used on, any certificate or certificates shall cease to be an officer or officers of the Corporation, whether because of death, resignation or otherwise, before the certificate or certificates shall have been delivered by the Corporation, the certificate or certificates may nevertheless be adopted by the Corporation and be issued and delivered as though the person or persons who signed the certificate or certificates, or whose facsimile signature or signatures shall have been used thereon, had not ceased to be an officer or officers of the Corporation. SECTION 2.03. TRANSFER OF STOCK. Transfers of stock shall be made only upon the transfer books of the Corporation kept in an office of the Corporation or by transfer agents designated to transfer shares of the stock of the Corporation. SECTION 2.04. REGULATIONS. The issue, transfer, conversion and registration of certificates of stock shall be governed by such other regulations as the Board of Directors may establish. SECTION 2.05. TRANSFER AGENTS AND REGISTRARS. The Board of Directors may appoint one or more transfer agent and one or more registrar with respect to the certificates representing shares of stock of the Corporation. SECTION 2.06. LOST OR DESTROYED CERTIFICATES. The Corporation may issue a new certificate for stock of the Corporation in place of any certificate theretofore issued by it, alleged to have been lost or destroyed, and the Board of Directors may, in its discretion, require the owner of the lost or destroyed certificate or his, her or its legal representative, to give the Corporation a bond in such form and amount as the Board of Directors may direct, and with such surety or sureties as may be satisfactory to the Board of Directors, to indemnify the Corporation and its transfer agent(s) and/or registrar(s), if any, against any claims that may be made against it or any such transfer agent or registrar on account of the issuance of such new certificate. A new certificate may be issued without requiring any bond when, in the judgment of the Board of Directors, it is proper to do so. ARTICLE III SHAREHOLDERS SECTION 3.01. PLACE OF SHAREHOLDER MEETINGS. Meetings of the shareholders of the Corporation shall be held at the principal executive offices of the Corporation, or at such other place as may be designated by the Chairman of the Board, President, Chief Executive Officer or the Board of Directors. SECTION 3.02. ANNUAL SHAREHOLDER MEETINGS. The annual meeting of the shareholders shall be held on such date and at such time as the Board of Directors shall fix for the purposes of electing directors and transacting such other business as may properly be brought before the meeting. SECTION 3.03. SPECIAL SHAREHOLDER MEETINGS. Subject to the Corporation's Articles of Incorporation, special shareholders' meetings may be called by the Board of Directors, and shall be held on such date and at such time as shall be fixed by resolution. Written notice of a special meeting of shareholders stating the time and place and object thereof, shall be given to each shareholder entitled to vote at such meeting not less then ten (10) days nor more than sixty (60) days before such meeting, unless a greater period of notice is required by applicable law. SECTION 3.04. BUSINESS AT MEETINGS OF SHAREHOLDERS. Except as otherwise provided by law (including, but not limited to, Rule 14a-8 under the Securities Exchange Act of 1934, as amended, or any successor provision thereto) or in these Bylaws, the business that shall be conducted at any meeting of the shareholders shall (a) have been specified in the written notice of the meeting (or any supplement thereto) given by the Corporation, (b) be brought before the meeting at the direction of the Board of Directors or the presiding officer of the meeting or (c) have been specified in a written notice given to the Secretary of the Corporation by or on behalf of any shareholder who shall have been a shareholder of record on the record date for such meeting and who shall continue to be entitled to vote thereat (the "Shareholders Notice"), in accordance with all of the following requirements: (a) Each Shareholder Notice must be delivered to, or be mailed and received at, the principal executive offices of the corporation: (i in the case of an annual meeting that is called for a date that is within thirty (30) days before or after the anniversary date of the immediately preceding annual meeting of shareholders, not less than sixty (60) days nor more than ninety (90) days prior to such anniversary date; and (ii in the case of an annual meeting that is called for a date that is not within thirty (30) days before or after the anniversary date of the immediately preceding annual meeting, not later than the close of business on the tenth (10th) day following the day on which notice of the date of the meeting was mailed or public disclosure of the date of the meeting was made, whichever occurs first; and (b) Each such Shareholder Notice must set forth each of the following: (i the name and address of the shareholder who intends to bring the business before the meeting; (ii the general nature of the business that he or she seeks to bring before the meeting; and (iii a representation that the shareholder is a holder of record of the stock of the Corporation entitled to vote at such meeting and intends to appear in person or by proxy at the meeting to bring the business specified in the notice before the meeting. The presiding officer of the meeting may, in his or her sole discretion, refuse to acknowledge any business proposed by a shareholder not made in compliance with the foregoing procedure. SECTION 3.05. NOTICE OF SHAREHOLDER MEETINGS. Written notice stating the place, day and hour of a shareholders' meeting must be delivered not less than ten (10) days, nor more than sixty (60) days before the date of the meeting, either personally, or by mail or by other means of written communication, charges prepaid, by or at the direction of the Chairman of the Board, President, Chief Executive Officer, Chief Operating Officer, Secretary or the officer or person(s) calling the meeting, to each registered shareholder entitled to vote at the meeting. If mailed, the notice shall be considered to be delivered when deposited in the United States mail addressed to the shareholder at the shareholder's address as it appears on the stock transfer books of the Corporation, with postage prepaid. If a shareholder gives no address, notice shall be deemed to have been given to the shareholder if sent by mail or other written communication addressed to the place where the Corporation's registered office is located, or if published at least once in a newspaper of general circulation in the county in which the Corporation's registered office is located. Waiver by a shareholder in writing of notice of a meeting is equivalent to giving notice. Attendance by a shareholder, without objection to the notice, whether in person or by proxy, at a meeting is a waiver of notice of the meeting. SECTION 3.06. SHAREHOLDER QUORUM. A majority of the shares entitled to vote, represented in person or by proxy, is a quorum at a shareholders' meeting, unless or except to the extent that the presence of a larger number may be required by law. Where separate vote by a class or classes is required, a majority of the 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. The shareholders present at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum present. SECTION 3.07. ADJOURNED SHAREHOLDER MEETINGS. Any shareholders' meeting, whether annual or special, whether or not a quorum is present, may be adjourned from time to time by the vote of a majority of the shares, the holders of which are either present in person or represented by proxy, but in the absence of a quorum, no other business may be transacted at any shareholders' meeting. When any shareholders' meeting, either annual or special, is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. As to any adjournment of less than thirty (30) days, it shall not be necessary to give any notice of the time and place of the adjourned meeting or of the business to be transacted, other than by announcement at the meeting at which the adjournment is taken. SECTION 3.08. ENTRY OF NOTICE. An entry in the minutes of any meeting of shareholders, whether annual or special, to the effect that notice has been duly given shall be conclusive and incontrovertible evidence that due notice of the meeting was given to all shareholders as required by law and by these Bylaws. SECTION 3.09. VOTING. Except as otherwise provided by law, only persons in whose names shares entitled to vote stand on the stock registry of the Corporation on the day prior to any shareholders' meeting, or, if a record date for voting purposes is fixed as provided in Section 6.01 below, then on that record date, shall be entitled to vote at the meeting. Voting shall be by ballot, each of which shall state the shareholders name or proxy voting and such other information as may be required under the procedure established for the meeting. The Corporation may, and to the extent required by law shall, in advance of any meeting of shareholders, appoint one or more inspectors to act at the meeting and make written report thereof. Each vote taken by ballot shall be counted by an inspector or inspectors appointed by the chairperson of the meeting. Except as otherwise provided by law or by an express provision in the Corporation's Articles of Incorporation, or in any directors' resolution for a series of Preferred Stock, each full share is entitled to one (1) vote and, when a quorum is present at the commencement of any shareholders' meeting, the vote of the holders of a majority of the shares entitled to vote present, in person or by proxy, shall decide any question brought before the shareholders' meeting. Fractional shares shall not be entitled to any voting rights whatsoever. SECTION 3.10. CONSENT OF ABSENTEES. The transactions of any shareholders' meeting, either annual or special and however called and noticed, shall be as valid as though had at a meeting duly held after regular call and notice if a quorum is present, either in person or by proxy, and if, either before or after the meeting, each of the shareholders entitled to vote not present in person or by proxy, signs a written waiver of notice or a consent to the holding of the meeting, or an approval of the minutes thereof, all such waivers, consents or approvals shall be filed with the Secretary or be made a part of the minutes of the meeting. SECTION 3.11. ACTION WITHOUT MEETING. Subject to the Corporation's Articles of Incorporation, any action that, under applicable provisions of law, may be taken or ratified at a meeting of the shareholders, may be taken or ratified without a meeting if authorized in writing by shareholders holding all of the voting power. In no instance where action is taken by written consent need a meeting of the shareholders be called or noticed. The Board of Directors may fix a record date to determine the shareholders entitled to sign the written consent. If no record date has been fixed by the Board of Directors, the record date for determining shareholders entitled to consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is required by the Nevada Private Corporation Act, shall be the earliest date that a shareholder signed the written consent. All written consents shall be filed with the minutes of the proceeding of the shareholders. SECTION 3.12. PROXIES. Every person entitled to vote or execute consents shall have the right to do so either in person or by an agent or agents authorized by a written proxy executed by the person or by the person's duly authorized agent and filed with the Secretary of the Corporation; provided, however, that no proxy shall be valid after the expiration of eleven (11) months from the date of its execution unless the shareholder executing it specified therein the length of time for which the proxy is to continue in force, which in no event shall exceed seven (7) years from the date of its execution. SECTION 3.13. DEFINITION OF SHAREHOLDER. As used in these Bylaws, the term "shareholder", and any term of like import, shall include all persons entitled to vote the shares held by a shareholder, unless the context in which the term is used indicates that a different meaning is intended. ARTICLE IV BOARD OF DIRECTORS SECTION 4.01. NUMBER; TERM; ELECTION. The number of directors shall be fixed from time to time exclusively by the Board of Directors pursuant to a resolution adopted by a majority of the total number of authorized directors (whether or not there exists any vacancies in previously authorized directorships at the time any such resolution is presented to the Board for adoption) but the number shall be not less than three (3) nor more than seven (7). In the case of any vacancy on the Board of Directors, including a vacancy created by an increase in the number of directors, the vacancy shall be filled by election of the Board of Directors with the director so elected to serve for the remainder of the term of the director being replaced or, in the case of an additional director, until directors are again elected and qualified for office. All directors shall continue in office until the election and qualification of their respective successors in office. No decrease in the number of directors shall have the effect of shortening the term of any incumbent director. Election of directors need not be by written ballot unless these Bylaws so provide. SECTION 4.02. NOMINATIONS. Only persons who are nominated in accordance with the following procedures shall be eligible for election as directors. Nominations of persons for election to the Board of Directors at the annual meeting, by or at the direction of the Board of Directors, may be made by any Nominating Committee or person appointed by the Board of Directors; nominations may also be made by any shareholder of the Corporation entitled to vote for the election of directors at the meeting who complies with the notice procedures set forth in this Section 4.02. Such nomination, other than those made by or at the direction of the Board of Directors, shall be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely, a shareholder's notice shall be delivered to or mailed and received at the principal executive office of the Corporation addressed to the attention of the Secretary of the Corporation not less than thirty-five (35) days prior to the meeting or the date the shareholders are first solicited for their consents as the case may be; provided, however, that in the case of an annual meeting and in the event that less than fifty (50) days' notice or prior public disclosure of the date of the meeting is given or made to shareholders, notice by the shareholder to be timely must be so received no later than the earlier of (a) the close of business on the tenth (10th) day following the day on which such notice of the date of the meeting was mailed or such public disclosure was made, whichever first occurs, or (b) two (2) days prior to the date of the meeting. Such shareholder's notice to the Secretary shall set forth (a) as to each person who the shareholder proposes to nominate for election or reelection as a director, each of the following: (i the name, age, business address and residence address of the person; (ii the principal occupation or employment of the person; (iii the class and number of shares of capital stock of the Corporation that are beneficially owned by the person; (iv a statement as to the person's citizenship; and (v any other information relating to the person that is required to be disclosed in solicitations for proxies for election of directors pursuant to Section 14 of the Securities Exchange Act of 1934, as amended, and the Rules and Regulations promulgated thereunder; and (b) as to the shareholder giving the notice, each of the following: (i the name and record address of the shareholder giving the notice; (ii the name and record address of the shareholder; and (iii the class, series and number of shares of capital stock of the Corporation that are beneficially owned by the shareholder. The Corporation may require any proposed nominee to furnish such other information as may reasonably be required by the Corporation to determine the eligibility of such proposed nominee to serve as a director of the Corporation. No person shall be eligible for election as a director of the Corporation unless nominated in accordance with the procedures set forth herein. In connection with any annual meeting, the Chairman of the Board, the President, the Chief Executive Officer or such officer presiding at the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the foregoing procedure and that the defective nomination shall be disregarded. SECTION 4.03. VACANCIES. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors, though less than a quorum of the Board of Directors was present, or by the sole remaining director. A elected to fill a vacancy shall be elected for the unexpired term of the director's predecessor in office. A vacancy or vacancies in the Board of Directors shall be deemed to exist in case of the death, resignation or removal of any director, or if the authorized number of directors is increased, or if the shareholders fail at any annual or special meeting of shareholders at which any director or directors are elected to elect the full authorized number of directors to be voted for at that meeting, or if a vacancy is declared by the Board of Directors for any reason permitted by law. The shareholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the Board of Directors. If the Board of Directors accepts the resignation of a director tendered to take effect at a future time, the Board of Directors shall have power to elect a successor to take office when the resignation is to become effective. No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of the director's term of office. SECTION 4.04. ANNUAL MEETINGS. Immediately after the annual meeting of the shareholders, at the same place as the meeting of the shareholders, or such other place as may be provided in a notice thereof, the Board of Directors shall meet each year for the purpose of organization, election of officers and consideration of any other business that is properly brought before the meeting. No notice of any kind to either old or new members of the Board of Directors for this annual meeting shall be necessary unless the meeting is to be held at a place other than the place of the annual meeting of the shareholders, in which case notice of the place of the meeting shall be given as provided in Section 4.06 below. SECTION 4.05. REGULAR MEETINGS. Regular meetings of the Board of Directors shall be held at the times and places within or without the State of Nevada as may be designated from time to time by resolution of the Board of Directors or by written consent of all members of the Board of Directors. No notice of any kind to members of the Board of Directors for these regular meetings shall be necessary unless the meeting is to be held at a place other than the principal executive office of the Corporation, in which case notice of the place of the meeting shall be given as provided in Section 4.06 below. SECTION 4.06. OTHER MEETINGS. Other meetings of the Board of Directors for any purpose or purposes may be held at any time upon call by the Chairman of the Board, or, if the above-listed individual is absent or unable or refuses to act, by any two (2) directors. The other meetings may be held at any place within or without the State of Nevada as may be designated from time to time by resolution of the Board of Directors or by written consent of all directors. Written notice of the time and place of other meetings shall be delivered personally to each director or sent to each director by mail or other form of written communication (including but not limited to notice by facsimile or other means of visual data transmission) charges prepaid, addressed to the director at the director's address as shown upon the records of the Corporation or, if it is not so shown on the Corporation's records or is not readily ascertainable, at the place in which the meetings of the directors are regularly held. In case the notice is mailed, faxed, or telegraphed, it shall be deposited in the United States mail or delivered to the courier or telegraph company in the place in which the principal executive office of the Corporation is located at least one business day prior to the time of the meeting. In case the notice is delivered personally as above provided, it shall be so delivered at least eight (8) hours prior to the time of the holding of the meeting. The mailing, faxing, telegraphing or delivery as above-provided shall constitute due, legal and personal notice to the director. SECTION 4.07. NOTICE OF ADJOURNED MEETINGS. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place is fixed at the meeting that is adjourned. SECTION 4.08. ENTRY OF NOTICE. An entry in the minutes of any special meeting of the Board of Directors to the effect that notice has been duly given shall be conclusive and incontrovertible evidence that due notice of the special meeting was given to all directors as required by law and by these Bylaws. SECTION 4.09. WAIVER OF NOTICE. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum is present, and if, either before or after the meeting, each of the directors not present signs a written waiver of notice or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. SECTION 4.10. QUORUM. A majority of the established number of directors shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors unless a greater number or different vote is required by the Corporation's Articles of Incorporation, these Bylaws or applicable law. SECTION 4.11. PARTICIPATION IN MEETINGS BY TELEPHONE. Members of the Board of Directors, or of any committee thereof, may participate in any meeting of the Board of Directors or committee by means of telephone conference or similar communications by which all persons participating in the meeting can hear each other and such participation shall constitute presence in person at such meeting. SECTION 4.12. ADJOURNMENT. A quorum of the directors may adjourn any directors' meeting to meet again at a stated day and hour; provided, however, that in the absence of a quorum, a majority of the directors present at any directors' meeting, either regular or special, may adjourn from time to time until the time fixed for the next regular meeting of the Board of Directors. SECTION 4.13. ACTION WITHOUT MEETING. Any action required or permitted to be taken by the Board of Directors under the Corporation's Articles of Incorporation, these Bylaws or under applicable law, may be taken without a meeting if all members of the Board of Directors shall individually or collectively consent, in writing, before or after the action, to the action. Any action by written consent shall have the same force and effect as a unanimous vote of all directors. All written consents must be filed with the Secretary of the Corporation. SECTION 4.14. FEES AND COMPENSATION. The Board of Directors shall have the authority to fix the compensation, if any, of Directors for their services as Directors or as members of committees. Nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity as an officer, agent, employee or otherwise, and receiving compensation therefor. SECTION 4.15. LIMITATION OF LIABILITY. To the fullest extent permitted by the Nevada Private Corporations Act, as the same now exists or may hereafter be amended, or other applicable law, a director shall have no personal liability to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director. Any amendment to or repeal of this Section 4.15 shall not adversely affect any right or protection of a director of the Corporation for or with respect to any acts or omissions of such director occurring prior to such amendment or repeal. SECTION 4.16. INDEMNIFICATION; ADVANCEMENT OF EXPENSES. The Corporation shall indemnify the officers and directors of the Corporation to the fullest extent permitted by the Nevada Private Corporations Act as the same now exists or may hereafter be amended. In the event that the Nevada Private Corporations Act is amended after the filing of the Corporation's Articles of Incorporation with the Nevada Secretary of State's Office so as to authorize corporate action further eliminating or limiting the personal liability of an officer or director, then the liability of an officer or director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Nevada Private Corporations Act as so amended. The Corporation shall pay the expenses incurred by an officer or director in defending any civil, criminal, administrative or investigative action, suit or proceeding in advance of the final disposition of such action, suit or proceeding upon receipt of an undertaking by or on behalf of such officer or director to repay such amount if it should by ultimately determined that he or she is not entitled to be indemnified by the Corporation as authorized by the Nevada Private Corporations Act. Any amendment to or repeal of any of the provisions in this Section 4.16 shall not adversely affect any right or protection of an officer or director of the Corporation for or with respect to any act or omission of such director occurring prior to such amendment or repeal. SECTION 4.17. INDEMNIFICATION OF EMPLOYEES AND AGENTS. The Corporation may, to the extent authorized from time to time by the Board of Directors, grant rights to indemnification and to the advancement of expenses to any employee or agent of the Corporation to the fullest extent permitted by the provisions of Section 4.16 of these Bylaws and Article VII of the Corporation's Articles of Incorporation. SECTION 4.18. POWERS OF DIRECTORS. The Board of Directors may, except as otherwise provided or required by law, exercise all such powers and do all such acts and things as may be exercised or done by the Corporation. SECTION 4.19. COMMITTEES. The Board of Directors, by resolution passed by a majority of the directors, may from time to time designate committees of the Board of Directors, including, without limitation, Executive, Nomination, Audit and Compensation Committees with such lawfully delegable powers and duties as the Board of Directors may confer, to serve at the pleasure of the Board of Directors and shall, for those committees and any other provided herein, elect one or more directors to serve on each such committee. Except as otherwise provided in these Bylaws or by resolution of the Board of Directors, each committee may fix its own rules of procedure and shall hold its meetings as provided by such rules. SECTION 4.20. AUDIT COMMITTEE. The Board of Directors shall, by resolution passed by a majority of the directors, create an Audit Committee. The majority of the members of the Audit Committee shall be independent directors. The Audit Committee shall conduct appropriate reviews of all related party transactions, review situations and transactions that may pose a potential or actual conflict of interest and perform such other responsibilities as the Board of Directors may direct by resolution. ARTICLE V OFFICERS SECTION 5.01. OFFICERS. The Officers of the Corporation shall be a Chairman of the Board, Chief Executive Officer, President, Chief Operating Officer, Chief Financial Officer, Treasurer and Secretary, as determined by the Board or as otherwise required by statute. The Corporation may also have, at the discretion of the Board of Directors, one or more Executive Vice Presidents and Vice Presidents, one or more Assistant Treasurers, one or more Assistance Secretaries and such other Officers as may be designated from time to time by the Board of Directors. Any number of offices may be held by the same person, except to the extent limited by law. The officers shall be elected by the Board of Directors and shall hold office at the pleasure of the Board of Directors, subject to any powers of removal set forth as set forth in Section 5.04 hereof. Officers, other than the Chairman of the Board, need not be directors. SECTION 5.02. ELECTION. The officers of the Corporation, except those officers as may be appointed in accordance with the provisions of Section 5.03 or Section 5.05 hereof, shall be elected annually by the Board of Directors, and each shall hold office until the officer shall resign or shall be removed or otherwise disqualified to serve, or the officer's successor shall be elected and qualified; provided, however, that officers may be elected at any time by the Board of Directors, or, as permitted by Section 5.03 hereof, appointed by the Chairman of the Board, for the purpose of initially filling an office or filling a newly-created or vacant office. SECTION 5.03. SUBORDINATE OFFICERS. The Board of Directors may elect, and may empower the Chairman of the Board or the Chief Executive Officer to appoint, such other officers as the business of the Corporation may require, each of whom shall hold office for the term, have the authority and perform the duties as are provided in these Bylaws or as the Board of Directors may from time to time determine. SECTION 5.04. REMOVAL AND RESIGNATION. Any officer may, subject to any contractual arrangements between the officer and the Corporation, be removed, either with or without cause, by a majority of the directors in office at the time, at any regular or special meeting of the Board of Directors, or, unless otherwise specified by the Board of Directors, by the Chairman of the Board or any other officer upon whom a general or special power of removal may be conferred by the Board of Directors. Any officer may resign at any time by giving written notice to the Board of Directors or to the Chairman of the Board, the Chief Executive Officer, the Chief Operating Officer, the President or to the Secretary of the Corporation. Any resignation shall take effect at the date of the receipt of the notice or at any later time specified therein, and, unless otherwise specified therein, the acceptance of a resignation shall not be necessary to make it effective. SECTION 5.05. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to that office. SECTION 5.06. CHAIRMAN OF THE BOARD. The Chairman of the Board, if there be such an officer, shall, if present, preside at and conduct all meetings of the Board of Directors and exercise and perform such other powers and duties as may be from time to time assigned to him or her by the Board of Directors or prescribed by these Bylaws. If there is not a Chief Executive Officer, the Chairman of the Board shall, in addition, be the Chief Executive Officer of the Corporation and shall have the powers and duties prescribed in Section 5.07 hereof. In the absence of the Chairman of the Board at any meeting of the Board of Directors, the President shall preside at and conduct all such meetings of the Board of Directors. SECTION 5.07. CHIEF EXECUTIVE OFFICER. Subject to the control of the Board of Directors and the Chairman of the Board, the Chief Executive Officer shall have the general supervision, direction and control of the business and affairs of the Corporation. In the absence of the Chairman of the Board, or if there be none, the Chief Executive Officer shall preside at all meetings of the Board of Directors and the shareholders. Except as expressly stated otherwise in these Bylaws, the Chief Executive Officer shall be ex officio a member of all standing committees of the Board of Directors, including the Executive Committee, if any. The Chief Executive Officer shall have all the powers and shall perform all of the duties that are ordinarily inherent in the office of Chief Executive Officer of a corporation, and he or she shall have such further powers and shall perform such further duties as may be prescribed for him or her by the Board of Directors. SECTION 5.08. PRESIDENT. In the absence or disability of the Chief Executive Officer, or if there be none, the President shall perform all of the duties of the Chief Executive Officer, and when so acting shall have all of the powers of and be subject to all of the restrictions upon the Chief Executive Officer. In the absence or disability of the Chief Operating Officer, the President shall also be the Chief Operating Officer with such duties as the Board of Directors may from time to time prescribe. The President shall have such other duties as from time to time may be prescribed for him or her by the Board of Directors. SECTION 5.09. EXECUTIVE VICE PRESIDENTS. In the absence or disability of the President, the Vice Presidents in order of their rank as fixed by the Board of Directors, or if not ranked, the Executive Vice President or Vice President designated by the Board of Directors, the President or the officer(s), if any, who are senior to the President, shall perform all the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Executive Vice Presidents or Vice Presidents shall have such other powers and perform such other duties as may be prescribed for them, respectively, by the Board of Directors, the President, any officer(s), if any, who are senior to the President or by these Bylaws. SECTION 5.10. SECRETARY. The Secretary shall keep or cause to be kept, at the registered office, the principal business office or such other place as the Board of Directors may order, a book of minutes of all meetings of the directors and shareholders, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice thereof given, the names of those present at directors' meetings, the number of shares present or represented at shareholders' meetings and the proceedings thereof. The Secretary shall be responsible for authenticating records of the Corporation. The Secretary shall keep or cause to be kept, in any form permitted by law, at the registered office, the principal business office or at the office of the Corporation's transfer agent, a stock register, or a duplicate stock register, revised at least annually, showing the names of the shareholders and their residence addresses and the number and classes of shares held by each shareholder. If the share register or a duplicate share register is located at a place other than the registered office of the Corporation, the Secretary shall file a certificate with the resident agent located at the registered office setting out the name of the custodian of the stock ledger or a duplicate stock ledger, and the present and complete post office address, including street and number, if any, where such stock ledger or duplicate stock ledger is kept. The Secretary shall give, or cause to be given, notice of all meetings of the shareholders and of the Board of Directors and written consents in lieu thereof required by these Bylaws or by law to be given, and shall keep the seal of the Corporation, if any, in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors, the Chairman of the Board, the Chief Executive Officer, the President or by these Bylaws. After fixing a record date for a meeting, the Secretary shall prepare an alphabetical list of the names of all of the Corporation's shareholders who are entitled to notice of a shareholders' meeting, which list shall be arranged by voting group and class of stock, if applicable, and show the address and number of shares held by each shareholder. The list must be available for inspection by any shareholder, for any purpose germane to the meeting, beginning ten (10) business days before the meeting and shall continue to be available throughout the meeting at the place indicated in the meeting notice in the city where the meeting is held. SECTION 5.11. ASSISTANT SECRETARIES. It shall be the duty of the Assistant Secretaries, if any, to assist the Secretary in the performance of his or her duties and generally to perform such other duties as may be delegated to them by the Board of Directors. SECTION 5.12. CHIEF FINANCIAL OFFICER. The Chief Financial Officer shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of account of the Corporation. He or she shall receive and deposit all moneys and other valuable belongings of the Corporation in the name and to the credit of the Corporation and shall disburse the same and only in such manner as the Board of Directors or the appropriate officer of the Corporation may from time to time determine, shall render to the Board of Directors, the Chairman of the Board, the Chief Executive Officer and the Chief Operating Officer, whenever any of them may request it, an account of all his or her transactions as Chief Financial Officer and of the financial condition of the Corporation, and shall perform such additional duties as the Board of Directors or the Chairman of the Board may require. SECTION 5.13. TREASURER. The Treasurer shall have such duties as may be specified by the Chief Financial Officer to assist the Chief Financial Officer in the performance of his or her duties. SECTION 5.14. ASSISTANT TREASURER. It shall be the duty of the Assistant Treasurers, if any, to assist the Treasurer in the performance of his or her duties and generally to perform such other duties as may be delegated to them by the Board of Directors. SECTION 5.15. CORPORATE BANK ACCOUNTS. Bank accounts in the name of the Corporation may be opened without the approval of the Board of Directors if opened with the consent of both the Chief Executive Officer and the Chief Financial Officer. The Chief Financial Officer shall inform the Board of Directors of any bank account opened by the Chief Executive Officer and Chief Financial Officer pursuant to the authority granted in this Section 5.15 at the next meeting of the Board of Directors. SECTION 5.16. TRANSFERS OF AUTHORITY. In case of the absence of any officer of the Corporation, or for any reason that the Board of Directors may consider sufficient, the Board of Directors may transfer the powers or duties of that officer to any other officer or to any director or employee of the Corporation, provided a majority of the Board of Directors concurs. ARTICLE VI MISCELLANEOUS SECTION 6.01. RECORD DATE AND CLOSING STOCK BOOKS. The Board of Directors may fix a time in the future, as a record date for the determination of the shareholders entitled to notice of and to vote at any meeting of shareholders, or entitled to receive any dividend or distribution, or any allotment of rights, or to exercise rights in respect to any change, conversion or exchange of shares. The record date so fixed shall not be more than sixty (60) days prior to the date of the meeting or event for the purposes of which it is fixed. When a record date is so fixed, only shareholders of record on that date shall be entitled to notice of and to vote at the meeting, or to receive the dividend, distribution or allotment of rights, or to exercise the rights, as the case may be, notwithstanding any transfer of any shares on the books of the Corporation after the record date. The Board of Directors may close the books of the Corporation against transfers of shares during the whole or any part of the sixty (60) day period. SECTION 6.02. STOCK LIST. A list of all shareholders entitled to vote at any meeting of the shareholders, arranged in alphabetical order by voting group and class of stock, if applicable, and showing the address of each such shareholder and the number of shares registered in his or her name, shall be open to the examination of any such shareholder, for any purpose germane to the meeting, during ordinary business hours for a period of at least ten (10) business days before the meeting at the place appointed in the notice of the meeting, or if not so specified, at the Corporation's primary place of business, which list shall continue to be available throughout the meeting at the place indicated in the meeting notice in the city where the meeting is held. SECTION 6.03. CHECKS, DRAFTS, ETC. All checks, drafts, bonds, bills of exchange or other orders for payment of money, notes or other evidences of indebtedness issued in the name of or payable to the Corporation shall be signed or endorsed by such person or persons and in such manner as, from time to time, shall be determined by resolution of the Board of Directors. SECTION 6.04. CONTRACTS, ETC.; HOW EXECUTED. The Board of Directors, except as in these Bylaws otherwise provided, may authorize any officer(s) or agent(s) to enter into any contract or execute any instrument or document in the name of and on behalf of the Corporation, and the authority may be general or confined to specific instances. Unless otherwise specifically determined by the Board of Directors or otherwise required by law, formal contracts, promissory notes and other evidences of indebtedness, deeds of trust, mortgages and certificates for shares of stock owned by the Corporation shall be executed, signed or endorsed by the Chief Executive Officer, President (or any Vice President) and by the Secretary (or any Assistant Secretary) or the Treasurer (or any Assistant Treasurer). The Board of Directors may, however, authorize any one (1) of these officers to sign any of such instruments, for and on behalf of the Corporation, without necessity of countersignature; may designate officers or employees of the Corporation, other than those named above, who may, in the name of the Corporation, sign such instruments; and may authorize the use of facsimile signatures for any of such persons. No officer, agent or employee shall have any power or authority to bind the Corporation by any contract or engagement or to pledge its credit to render it liable for any purpose or to any amount except as specifically authorized in these Bylaws or by the Board of Directors in accordance with these Bylaws. SECTION 6.05. REPRESENTATION OF SHARES. The Chairman of the Board, the Chief Executive Officer, the Chief Operating Officer or the President (or any Vice President) and the Secretary (or any Assistant Secretary) of the Corporation are authorized to vote, represent and exercise on behalf of the Corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of the Corporation. The authority herein granted to these officers to vote or represent on behalf of the Corporation any and all shares held by the Corporation in any other corporation or corporations may be exercised either by these officers in person or by any persons authorized so to do by proxy or power of attorney duly executed by said officers. SECTION 6.06. INSPECTION OF BYLAWS. The Corporation shall keep in its registered office for the transaction of business the original or a copy of these Bylaws as amended or otherwise altered to date, certified by the Secretary, which shall be open to inspection by the shareholders at all reasonable times during office hours. ARTICLE VII AMENDMENTS SECTION 7.01. POWER OF SHAREHOLDERS. New Bylaws may be adopted or these Bylaws may be amended or repealed by the vote or written assent of shareholders entitled to exercise a majority of the voting power of the Corporation, unless a greater number is required by law, by the Corporation's Articles of Incorporation or by these Bylaws. SECTION 7.02. POWER OF DIRECTORS. Subject to the right of the shareholders as provided in Section 7.01 hereof to adopt, amend or repeal Bylaws, Bylaws for the Corporation may be adopted, amended or repealed by the Board of Directors. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] CERTIFICATE OF SECRETARY OF MEDIZONE INTERNATIONAL, INC. I, Jill C. Marshall, hereby certify: 1. That I am the duly elected Secretary of MEDIZONE INTERNATIONAL, INC. 2. That the foregoing Amended and Restated Bylaws, comprising eighteen (15) pages, excluding this page, are the Bylaws of Medizone International, Inc. as duly adopted at a meeting of the Board of Directors thereof duly held on the 6th day of August, 1998. IN WITNESS WHEREOF, I have subscribed my name this 6th day of August, 1998. /S/ Jill C. Marshall --------------------------- Jill C. Marshall, Secretary -----END PRIVACY-ENHANCED MESSAGE-----