<PAGE>
Exhibit 3.2
BYLAWS
OF
eSylvan, Inc.
ARTICLE I
---------
Stockholders
------------
Section 1. Annual Meetings.
---------------------------
The annual meeting of the stockholders of the Corporation shall be held on
such date within the month of June as may be fixed from time to time by the
Board of Directors. Not less than ten nor more than 90 days' written or printed
notice stating the place, day and hour of each annual meeting shall be given in
the manner provided in Section 1 of Article IX hereof. The business to be
transacted at the annual meetings shall include the election of directors,
consideration and action upon the reports of officers and directors, and any
other business within the power of the Corporation. All annual meetings shall
be general meetings at which any business may be considered without being
specified as a purpose in the notice unless otherwise required by law.
Section 2. Special Meetings Called by Chairman of the Board, President or Board
--------------------------------------------------------------------------------
of Directors.
------------
At any time in the interval between annual meetings, special meetings of
stockholders may be called by the Chairman of the Board, or by the President, or
by the Board of Directors. Not less than ten days' nor more than 90 days'
written notice stating the place, day and hour of such meeting and the matters
proposed to be acted on thereat shall be given in the manner provided in Section
1 of Article IX. No business shall be transacted at any special meeting except
that specified in the notice.
Section 3. Special Meeting Called by Stockholders.
--------------------------------------------------
Upon the request in writing delivered to the Secretary by the stockholders
entitled to cast at least 25% of all the votes entitled to be cast at the
meeting, it shall be the duty of the Secretary to call a special meeting of the
stockholders. Such request shall state the purpose of such meeting and the
matters proposed to be acted on thereat, and no other business shall be
transacted at any such special meeting. No such meeting shall be required to be
called for the election of directors except under the circumstances set forth in
Section 10 of Article I or Sections 7(b) or 7(c) of Article II of these Bylaws.
The Secretary shall inform such stockholders of the reasonably estimated costs
of preparing and mailing the notice of the meeting, and upon payment to the
Corporation of such costs, the Secretary shall give not less than ten nor more
than 90 days' notice of the time, place and purpose of the meeting in the manner
provided in Section 1 of Article IX. Unless requested by stockholders entitled
to cast a majority of all the votes entitled to be cast at the meeting, a
special meeting need not be called to consider any matter which is substantially
the same as a matter voted on at any special meeting of the stockholders held
during the preceding 12 months.
<PAGE>
Section 4. Place of Meetings.
-----------------------------
All meetings of stockholders shall be held at the principal office of the
Corporation in the State of Maryland or at such other place within the United
States as may be fixed from time to time by the Board of Directors and
designated in the notice.
Section 5. Quorum.
------------------
At any meeting of stockholders the presence in person or by proxy of
stockholders entitled to cast a majority of the votes thereat shall constitute a
quorum. In the absence of a quorum, the Chairman of the meeting or stockholders
present in person or by proxy acting by majority vote and without notice other
than by announcement at the meeting, may adjourn the meeting from time to time,
but not for a period exceeding 120 days after the original record date, until a
quorum shall attend.
Section 6. Adjourned Meetings.
------------------------------
A meeting of stockholders convened on the date for which it was called
(including one adjourned to achieve a quorum as above provided in Section 5 of
this Article) may be adjourned (in the manner provided in said Section 5) from
time to time without further notice other than by announcement at the meeting to
a date not more than 120 days after the original record date, and any business
may be transacted at any adjourned meeting which could have been transacted at
the meeting as originally called.
Section 7. Voting.
------------------
A plurality of all the votes cast at a meeting of stockholders duly called
and at which a quorum is present shall be sufficient to elect a director. Each
share of stock may be voted for as many individuals as there are directors to be
elected and for whose election the share is entitled to be voted.
A majority of the votes cast at a meeting of stockholders, duly called and
at which a quorum is present, shall be sufficient to take or authorize action
upon any other matter which may properly come before the meeting, unless more
than a majority of votes cast is required by statute or by the Charter. The
Board of Directors may fix the record date for the determination of stockholders
entitled to vote in the manner provided in Article VIII, Section 3 of these
Bylaws. Unless otherwise provided in the Charter, each outstanding share of
stock, regardless of class, shall be entitled to one vote on each matter
submitted to a vote at a meeting of stockholders.
Section 8. Proxies.
-------------------
A stockholder may vote the shares owned of record either in person or by
proxy. The proxy shall be in writing and shall be signed by the stockholder or
by the stockholder's duly authorized attorney-in-fact or be in such other form
as may be permitted by the Maryland General Corporation Law, including documents
conveyed by electronic transmission. A copy, facsimile transmission or other
reproduction of the writing or transmission may be substituted for the original
writing or transmission for any
2
<PAGE>
purpose for which the original transmission could be used. Every proxy shall be
dated, but need not be sealed, witnessed or acknowledged. No proxy shall be
valid after 11 months from its date, unless otherwise provided in the proxy. In
the case of stock held of record by more than one person, any co-owner or co-
fiduciary may execute the proxy without the joinder of the co-owner(s) or co-
fiduciary(ies), unless the Secretary of the Corporation is notified in writing
by any co-owner or co-fiduciary that the joinder of more than one is to be
required. At all meetings of stockholders, the proxies shall be filed with and
verified by the Secretary of the Corporation, or, if the meeting shall so
decide, by the Secretary of the meeting.
Section 9. Order of Business.
-----------------------------
At all meetings of stockholders, any stockholder present and entitled to
vote in person or by proxy shall be entitled to require, by written request to
the Chairman of the meeting, that the order of business shall be as follows:
(1) Organization.
(2) Proof of notice of meeting or of waivers thereof. (The certificate of
the Secretary of the Corporation, or the affidavit of any other person who
mailed or published the notice or caused the same to be mailed or published,
shall be proof of service of notice.)
(3) Submission by Secretary of the Corporation to the Chairman of the
meeting of a list of the stockholders entitled to vote, present in person or by
proxy.
(4) A reading of unapproved minutes of preceding meetings and action
thereon.
(5) Reports.
(6) If an annual meeting, or a special meeting called for that purpose, the
election of directors.
(7) Unfinished business.
(8) New business.
(9) Adjournment.
Section 10. Removal of Directors.
---------------------------------
At any properly called annual or special stockholders' meeting, the
stockholders, by the affirmative vote of a majority of all the votes entitled to
be cast for the election of directors, may remove any director or directors from
office, with or without cause, and may elect a successor or successors to fill
any resulting vacancies for the remainder of the term of the removed directors.
3
<PAGE>
Section 11. Informal Action by Stockholders.
--------------------------------------------
Any action required or permitted to be taken at any meeting of stockholders
may be taken without a meeting if a consent in writing setting forth such action
is signed by all the stockholders entitled to vote thereon, a written waiver of
any right to dissent is signed by each stockholder entitled to notice of, but
not the right to vote on, such action and such consent is filed with the records
of stockholders' meetings.
Section 12. Advance Notice of Matters to be Presented at an Annual Meeting of
-------------------------------------------------------------------------------
Stockholders.
------------
At an annual meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting as set forth
below. To be properly brought before an annual meeting, such business must (1)
be specified in the notice of the meeting (or any supplement thereto) given by
the Corporation pursuant to Section 1 of Article IX of these bylaws, or (2) be
brought before the meeting by or under the direction of the Board of Directors
(or the Chairman of the Board or the President), or (3) be properly brought
before the meeting by a stockholder. In addition to any other applicable
requirements, for business to be properly brought before an annual meeting by a
stockholder, the stockholder must have given timely notice thereof in writing to
the Secretary. To be timely, such stockholder's notice must be delivered to or
mailed and received by the Secretary at the principal executive offices of the
Corporation not earlier than the close of business on the 120th day and not
later than the close of business on the 90th day prior to the date of the annual
meeting; provided, however, that in the event that during the prior year the
Corporation did not hold an annual meeting, or if the date of the annual meeting
has changed more than 30 days from the first anniversary of the prior year's
annual meeting (other than as a result of adjournment), than such stockholder's
notice must be delivered to or mailed and received by the Secretary at the
principal executive offices of the Corporation not earlier than the close of
business on the 120th day prior to such annual meeting and not later than the
close of business on the later of the 90th day prior to such annual meeting or
the 10th day following the day on which public announcement of the date of such
annual meeting is first made. For purposes of this section, "public
announcement" shall mean disclosure in a press release reported by the Dow Jones
News Service, Associated Press or comparable national news service or in a
document publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of
1934, as amended. A stockholder's notice to the Secretary shall set forth as to
each matter the stockholder proposes to bring before the annual meeting (i) a
brief description of the business desired to be brought before the annual
meeting and the reasons for conducting such business at the annual meeting, (ii)
the name and address of the stockholder proposing such business, (iii) the class
and number of shares of the Corporation which are beneficially owned by the
stockholder, and (iv) any material interest of the stockholder in such business.
Notwithstanding anything in these Bylaws to the contrary, no business shall
be conducted at the annual meeting except in accordance with the procedures set
forth in this Section 12.
4
<PAGE>
The Chairman of the meeting shall have the authority, if the facts warrant,
to determine that business was not properly brought before the meeting in
accordance with the provisions of this Section 12, and if he should so
determine, he shall so declare to the meeting and any such business not properly
brought before the meeting shall not be transacted.
Section 13. Advance Notice of Nominees for Directors.
-----------------------------------------------------
Only persons who are nominated in accordance with the following procedures
shall be eligible for election as directors at any meeting of stockholders.
Nominations of persons for election to the Board of Directors of the Corporation
may be made at an annual meeting of stockholders or at a special meeting of
stockholders as to which the notice of meeting provides for election of
directors, by or under the direction of the Board of Directors, or by any
nominating committee or person appointed by the Board of Directors, or by any
stockholder 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
13. Such nominations, other than those made by or under the direction of the
Board of Directors or by any nominating committee or person appointed by the
Board of Directors, shall be made pursuant to timely notice in writing to the
Secretary. In the event that such stockholder's notice pertains to an annual
meeting of stockholders, to be timely, such stockholder's notice must be
delivered to or mailed and received by the Secretary at the principal executive
offices of the Corporation not earlier than the close of business on the 120th
day and not later than the close of business on the 90th day prior to the date
of the annual meeting; provided, however, that in the event that during the
prior year the Corporation did not hold an annual meeting, or if the date of the
annual meeting has changed more than 30 days from the first anniversary of the
prior year's annual meeting (other than as a result of adjournment), than such
stockholder's notice must be delivered to or mailed and received by the
Secretary at the principal executive offices of the Corporation not earlier than
the close of business on the 120th day prior to such annual meeting and not
later than the close of business on the later of the 90th day prior to such
annual meeting or the 10th day following the day on which public announcement of
the date of such annual meeting is first made. In the event that such
stockholder's notice pertains to a special meeting of stockholders, to be
timely, such stockholder's notice must be delivered to or mailed and received by
the Secretary at the principal executive offices of the Corporation not later
than the close of business on the later of the 90th day prior to such special
meeting or the 10th day following the day on which public announcement of the
date of such special meeting is first made. For purposes of this section,
"public announcement" shall mean disclosure in a press release reported by the
Dow Jones News Service, Associated Press or comparable national news service or
in a document publicly filed by the Corporation with the Securities and Exchange
Commission pursuant to Section 13, 14 or 15(d) of the Securities Exchange Act of
1934, as amended. Such stockholder's notice shall set forth: (a) as to each
person whom the stockholder proposes to nominate for election as a director, (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 stock of the Corporation which are beneficially owned by the person,
and (iv) any other information relating to the person that is required to be
disclosed in solicitations for proxies for election of directors pursuant to the
rules and regulations under the Securities Exchange Act of 1934; and (b) as to
the stockholder giving the notice, (i) the name and address of the stockholder
and
5
<PAGE>
(ii) the class and number of shares of the Corporation which are beneficially
owned by the stockholder. 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.
The Chairman of the meeting shall have the authority, if the facts warrant,
to determine that a nomination was not made in accordance with the foregoing
procedure, and if he should so determine, he shall so declare to the meeting and
the defective nomination shall be disregarded.
ARTICLE II
----------
Directors
---------
Section 1. Powers.
------------------
The business and affairs of the Corporation shall be managed under the
direction of its Board of Directors. All powers of the Corporation may be
exercised by or under the authority of the Board of Directors except as
conferred on or reserved to the stockholders by law, by the Charter or by these
Bylaws. A director need not be a stockholder. The Board of Directors shall
keep minutes of its meetings and full and fair accounts of its transactions.
Section 2. Number; Term of Office.
----------------------------------
The number of directors of the Corporation shall be not less than three or
the same number as the number of stockholders (or one if there is no
stockholder), whichever is less; provided, however, that such number may be
increased and thereafter decreased from time to time by vote of a majority of
the entire Board of Directors. The number of directors shall not exceed ten
(10). The first directors of the Corporation shall hold their office until the
first annual meeting of the Corporation, or until their successors are elected
and qualify, and thereafter the directors shall hold office for the term of one
year, or until their successors are elected and qualify.
Section 3. Annual Meeting; Regular Meetings.
--------------------------------------------
As soon as practicable after each annual meeting of stockholders, the Board
of Directors shall meet for the purpose of organization and the transaction of
other business. No notice of the annual meeting of the Board of Directors need
be given if it is held immediately following the annual meeting of stockholders
and at the same place. Other regular meetings of the Board of Directors may be
held at such times and at such places, within or without the State of Maryland,
as shall be designated in the notice for such meeting by the party making the
call. All annual and regular meetings shall be general meetings, and any
business may be transacted thereat.
6
<PAGE>
Section 4. Special Meetings.
----------------------------
Special meetings of the Board of Directors may be called by the Chairman of
the Board or the President, or by a majority of the directors.
Section 5. Quorum; Voting.
--------------------------
A majority of the Board of Directors shall constitute a quorum for the
transaction of business at every meeting of the Board of Directors; but, if at
any meeting there be less than a quorum present, a majority of those present may
adjourn the meeting from time to time, but not for a period exceeding ten days
at any one time or 60 days in all, without notice other than by announcement at
the meeting, until a quorum shall attend. At any such adjourned meeting at
which a quorum shall be present, any business may be transacted which might have
been transacted at the meeting as originally called. Except as hereinafter
provided or as otherwise provided by the Charter or by law, directors shall act
by a vote of a majority of those members in attendance at a meeting at which a
quorum is present.
Section 6. Notice of Meetings.
------------------------------
Notice of the time and place of every regular and special meeting of the
Board of Directors shall be given to each director in the manner provided in
Section 2 of Article IX hereof. Subsequent to each Board meeting, and as soon
as practicable thereafter, each director shall be furnished with a copy of the
minutes of said meeting. At least 24 hours' notice shall be given of all
meetings. The purpose of any meeting of the Board of Directors need not be
stated in the notice.
Section 7. Vacancies.
---------------------
(a) If the office of a director becomes vacant for any reason, including
increase in the size of the Board, such vacancy may be filled by the Board by a
vote of a majority of directors then in office, although such majority is less
than a quorum.
(b) If the vacancy occurs as a result of the removal of a director, the
stockholders may elect a successor at the meeting at which the removal occurs.
(c) If the entire Board of Directors shall become vacant, any stockholder
may call a special meeting in the same manner that the Chairman of the Board or
the President may call such meeting, and directors for the unexpired terms may
be elected at such special meeting in the manner provided for their election at
annual meetings.
(d) A director elected by the Board of Directors to fill a vacancy shall
serve until the next annual meeting of stockholders and until a successor is
elected and qualifies. A director elected by the stockholders to fill a vacancy
shall serve for the unexpired term and until a successor is elected and
qualifies.
7
<PAGE>
Section 8. Rules and Regulations.
---------------------------------
The Board of Directors may adopt such rules and regulations for the conduct
of its meetings and the management of the affairs of the Corporation as it may
deem proper and not inconsistent with the laws of the State of Maryland, these
Bylaws and the Charter.
Section 9. Committees.
----------------------
The Board of Directors may constitute an Executive Committee and other
committees composed of one or more directors, from among its members. Such
committees shall hold office at the pleasure of the Board of Directors. If any
position on a committee becomes vacant, or if the number of members is
increased, such vacancy may be filled by the Board of Directors. Committees
shall hold formal meetings and keep minutes of all of their proceedings. Any
action taken by a committee within the limits permitted by law, the Board
resolutions establishing such committee, the Charter and the Bylaws shall have
the force and effect of Board action unless and until revised or altered by the
Board. The presence of not less than a majority of a committee shall be
necessary to constitute a quorum. Action may be taken without a meeting if a
unanimous written consent is signed by all of the members of the committee, and
if such consent is filed with the records of the committee. A committee shall
have the power to elect one of its members to serve as its Chairman unless the
Board of Directors shall have designated such Chairman. The members of a
committee present at any meeting, whether or not they constitute a quorum, shall
have the power to appoint a director to act in the place of an absent member
unless the Board of Directors shall have appointed a director to act in the
place of an absent member of such committee.
Between sessions of the Board of Directors, if appointed, the Executive
Committee shall have all of the powers of the Board of Directors in the
management of the business and affairs of the Corporation, except those powers
specifically denied by law. The taking of any action by the Executive Committee
shall be conclusive evidence that the Board of Directors was not in session at
the time of such action. A copy of the minutes of the proceedings of the
Executive Committee shall, after approval by the members of the Executive
Committee, be sent to all directors as a matter of information.
Section 10. Compensation.
-------------------------
The directors may receive a stated salary or an attendance fee for each
meeting of the Board of Directors or any committee thereof attended, plus
reimbursement of reasonable expenses of attendance. The amount of the salary or
attendance fee and any entitlement to reimbursement of expenses shall be
determined by resolution of the Board; provided, however, that nothing herein
contained shall be construed as precluding a director from serving the
Corporation in any other capacity and receiving compensation therefor.
8
<PAGE>
Section 11. Place of Meetings.
------------------------------
Regular or special meetings of the Board may be held within or without the
State of Maryland, as the Board may from time to time determine. The time and
place of meeting may be fixed by the party calling the meeting.
Section 12. Informal Action by the Directors.
---------------------------------------------
Any action required or permitted to be taken at any meeting of the Board
may be taken without a meeting, if a written consent to such action is signed by
all members of the Board and such consent is filed with the minutes of the
Board.
Section 13. Telephone Conference.
---------------------------------
Members of the Board of Directors or any committee thereof may participate
in a meeting of the Board or such committee by means of a conference telephone
or similar communications equipment by means of which all persons participating
in the meeting can hear each other at the same time. Participation by such
means shall constitute presence in person at the meeting.
ARTICLE III
-----------
Officers
--------
Section 1. In General.
----------------------
The Board of Directors may choose a Chairman of the Board from among the
directors. The Board of Directors shall elect a President, a Treasurer, a
Secretary, and may elect one or more Vice Presidents, Assistant Secretaries and
Assistant Treasurers as the Board may from time to time deem appropriate. All
officers shall hold office only during the pleasure of the Board or until their
successors are chosen and qualify. Any two of the above offices, except those
of President and Vice President, may be held by the same person, but no officer
shall execute, acknowledge or verify any instrument in more than one capacity
when such instrument is required to be executed, acknowledged or verified by any
two or more officers. The Board of Directors may from time to time appoint such
other agents and employees with such powers and duties as the Board may deem
proper. In its discretion, the Board of Directors may leave unfilled any
offices except those of President, Treasurer and Secretary.
Section 2. Chairman of the Board.
---------------------------------
The Chairman of the Board, if one is elected, shall have the responsibility
for the implementation of the policies determined by the Board of Directors and
for the administration of the business affairs of the Corporation. The Chairman
shall preside over the meetings of the Board and of the stockholders if present
at the meeting. The Chairman shall be the Chief Executive Officer of the
Corporation if so designated by resolution of the Board.
9
<PAGE>
Section 3. President.
---------------------
The President shall have the responsibility for the active management of
the business and general supervision and direction of all of the affairs of the
Corporation. In the absence of a Chairman of the Board, the President shall
preside over the meetings of the Board and of the stockholders if present at the
meeting, and shall perform such other duties as may be assigned by the Board of
Directors or the Executive Committee. The President shall have the authority on
the Corporation's behalf to endorse securities owned by the Corporation and to
execute any documents requiring the signature of an executive officer. The
President shall perform such other duties as the Board of Directors may direct
and shall be the Chief Executive Officer of the Corporation unless the Chairman
of the Board is so designated by resolution of the Board.
Section 4. Vice Presidents.
---------------------------
The Vice Presidents, in the order of priority designated by the Board of
Directors, shall be vested with all the power and may perform all the duties of
the President in the latter's absence. They may perform such other duties as
may be prescribed by the Board of Directors, the Executive Committee or the
President.
Section 5. Treasurer.
---------------------
The Treasurer shall have general supervision over the Corporation's
finances, and shall perform such other duties as may be assigned by the Board of
Directors or the President. Unless the Board designates another officer, the
Treasurer shall be the Chief Financial Officer of the Corporation. If required
by resolution of the Board, the Treasurer shall furnish a bond (which may be a
blanket bond) with such surety and in such penalty for the faithful performance
of duty as the Board of Directors may from time to time require, the cost of
such bond to be paid by the Corporation.
Section 6. Secretary.
---------------------
The Secretary shall keep the minutes of the meetings of the stockholders
and of the Board of Directors and shall attend to the giving and serving of all
notices of the Corporation required by law or these Bylaws. The Secretary shall
maintain at all times in the principal office of the Corporation at least one
copy of the Bylaws with all amendments to date, and shall make the same,
together with the minutes of the meeting of the stockholders, the annual
statement of affairs of the Corporation and any voting trust or other
stockholders agreement on file at the office of the Corporation, available for
inspection by any officer, director or stockholder during reasonable business
hours. The Secretary shall perform such other duties as may be assigned by the
Board of Directors.
Section 7. Assistant Treasurer and Secretary.
---------------------------------------------
The Board of Directors may designate from time to time Assistant Treasurers
and Secretaries, who shall perform such duties as may from time to time be
assigned to them by the Board of Directors or the President.
10
<PAGE>
Section 8. Compensation; Removal; Vacancies.
--------------------------------------------
The Board of Directors shall have power to fix the compensation of all
officers of the Corporation. It may authorize any committee or officer, upon
whom the power of appointing subordinate officers may have been conferred, to
fix the compensation of such subordinate officers. The Board of Directors shall
have the power at any regular or special meeting to remove any officer if, in
the judgment of the Board, the best interests of the Corporation will be served
by such removal. The Board of Directors may authorize any officer to remove
subordinate officers. The Board of Directors may authorize the Corporation's
employment of an officer for a period in excess of the term of the Board. The
Board of Directors at any regular or special meeting shall have power to fill a
vacancy occurring in any office for the unexpired portion of the term.
Section 9. Substitutes.
-----------------------
The Board of Directors may, from time to time in the absence of any one of
its officers or at any other time, designate any other person or persons on
behalf of the Corporation to sign any contracts, deeds, notes or other
instruments in the place or stead of any of such officers, and may designate any
person to fill any one of said offices, temporarily or for any particular
purpose; and any instruments so signed in accordance with a resolution of the
Board shall be the valid act of the Corporation as fully as if executed by any
regular officer.
ARTICLE IV
----------
Resignation
-----------
Any director or officer may resign from office at any time. Such
resignation shall be made in writing and shall take effect from the time of its
receipt by the Corporation, unless some time be fixed in the resignation, and
then from that date. The acceptance of a resignation shall not be required to
make it effective.
ARTICLE V
---------
Commercial Paper, Etc.
----------------------
All bills, notes, checks, drafts and commercial paper of all kinds to be
executed by the Corporation as maker, acceptor, endorser or otherwise, and all
assignments and transfers of stock, contracts, or written obligations of the
Corporation, and all negotiable instruments, shall be made in the name of the
Corporation and shall be signed by any one or more of the following officers as
the Board of Directors may from time to time designate: the Chairman of the
Board, the President, any Vice President, or the Treasurer, or such other person
or persons as the Board of Directors or Executive Committee may from time to
time designate.
11
<PAGE>
ARTICLE VI
----------
Fiscal Year
-----------
The fiscal year of the Corporation shall cover such period of 12 months as
the Board of Directors may determine. In the absence of any such determination,
the accounts of the Corporation shall be kept on a calendar year basis.
ARTICLE VII
-----------
Seal
----
The seal of the Corporation shall be in the form of two concentric circles
inscribed with the name of the Corporation and the year and State in which it is
incorporated. The Secretary or Treasurer, or any Assistant Secretary or
Assistant Treasurer, shall have the right and power to attest to the corporate
seal. In lieu of affixing the corporate seal to any document, it shall be
sufficient to meet the requirements of any law, rule or regulation relating to a
corporate seal to affix the word "(SEAL)" adjacent to the signature of the
person authorized to sign the document on behalf of the Corporation.
ARTICLE VIII
------------
Stock
-----
Section 1. Issue.
-----------------
Each stockholder shall be entitled to a certificate or certificates which
shall represent and certify the number and class of shares of stock owned in the
Corporation. Each certificate shall be signed by the Chairman of the Board, the
President or any Vice President and be countersigned by the Secretary or any
Assistant Secretary or the Treasurer or any Assistant Treasurer. The signatures
of the Corporation's officers and its corporate seal appearing on stock
certificates may be facsimiles if each such certificate is authenticated by the
manual signature of an officer of a duly authorized transfer agent. Stock
certificates shall be in such form, not inconsistent with law and the Charter,
as shall be approved by the Board of Directors. In case any officer of the
Corporation who has signed any certificate ceases to be an officer of the
Corporation, whether by reason of death, resignation or otherwise, before such
certificate is issued, then the certificate may nevertheless be issued by the
Corporation with the same effect as if the officer had not ceased to be such
officer as of the date of such issuance.
Section 2. Transfers.
---------------------
The Board of Directors shall have power and authority to make all such
rules and regulations as the Board may deem expedient concerning the issue,
transfer and registration of stock certificates. The Board of Directors may
appoint one or more transfer agents and/or registrars for its outstanding stock,
and their duties may be combined. No transfer of stock shall be recognized or
binding upon the Corporation until recorded on the books of the Corporation, or,
as the case may be, of its transfer agent
12
<PAGE>
and/or of its registrar, upon surrender and cancellation of a certificate or
certificates for a like number of shares.
Section 3. Record Dates for Dividends and Stockholders' Meeting.
----------------------------------------------------------------
The Board of Directors may fix a date not exceeding 90 days preceding the
date of any meeting of stockholders, any dividend payment date or any date for
the allotment of rights, as a record date for the determination of the
stockholders entitled to notice of and to vote at such meeting, or entitled to
receive such dividends or rights, as the case may be, and only stockholders of
record on such date shall be entitled to notice of and to vote at such meeting
or to receive such dividends or rights, as the case may be. In the case of a
meeting of stockholders, the record date shall be fixed not less than ten days
prior to the date of the meeting.
Section 4. New Certificates.
----------------------------
In case any certificate of stock is lost, stolen, mutilated or destroyed,
the Board of Directors may authorize the issuance of a new certificate in place
thereof upon such indemnity to the Corporation against loss and such other terms
and conditions as it may deem advisable. The Board of Directors may delegate
such power to any officer or officers of the Corporation or to any transfer
agent or registrar of the Corporation; but the Board of Directors, such officer
or officers or such transfer agent or registrar may, in their discretion, refuse
to issue such new certificate save upon the order of some court having
jurisdiction.
ARTICLE IX
----------
Notice
------
Section 1. Notice to Stockholders.
----------------------------------
Whenever by law or these Bylaws notice is required to be given to any
stockholder, such notice shall be in writing and may be given to each
stockholder by personal delivery or at the stockholder's residence or usual
place of business, or by mailing it, postage prepaid, and addressed to the
stockholder at the address appearing on the books of the Corporation or its
transfer agent. Such leaving or mailing of notice shall be deemed the time of
giving such notice.
Section 2. Notice to Directors and Officers.
--------------------------------------------
Whenever by law or these Bylaws notice is required to be given to any
director or officer, such notice may be given in any one of the following ways:
by personal delivery to such director or officer, by telephone communication
with such director or officer personally or by telephone facsimile transmission,
by telegram, cablegram, radiogram, first class mail or by delivery service
providing confirmation of delivery, addressed to such director or officer at the
address appearing on the books of the Corporation. The time when such notice
shall be consigned to a communication company for delivery shall be deemed to be
the time of the giving of such notice; if
13
<PAGE>
mailed, such notice shall be deemed given 48 hours after the time it is
deposited in the mail, postage prepaid.
Section 3. Waiver of Notice.
----------------------------
Notice to any stockholder or director of the time, place and/or purpose of
any meeting of stockholders or directors required by these Bylaws may be
dispensed with if such stockholder shall either attend in person or by proxy, or
if such director shall attend in person, or if such absent stockholder or
director shall, in writing filed with the records of the meeting either before
or after the holding thereof, waive such notice.
ARTICLE X
---------
Voting of Stock in Other Corporations
-------------------------------------
Any stock in other corporations, which may from time to time be held by the
Corporation, may be represented and voted at any meeting of stockholders of such
other corporations by the President or a Vice-President or by proxy or proxies
appointed by the President or a Vice-President, or otherwise pursuant to
authorization thereunto given by a resolution of the Board of Directors adopted
by a vote of a majority of the directors.
ARTICLE XI
----------
Indemnification
---------------
To the maximum extent permitted by the Maryland General Corporation Law as
from time to time amended, the Corporation may indemnify its currently acting
and its former directors, officers, agents and employees and those persons who,
at the request of the Corporation serve or have served another corporation,
partnership, joint venture, trust or other enterprise in one or more of such
capacities against any and all liabilities incurred in connection with their
services in such capacities to the extent determined appropriate by the Board of
Directors. To the extent required by the Charter or applicable law, the
Corporation shall indemnify such individuals.
ARTICLE XII
-----------
Amendments
----------
The Board of Directors, and not the stockholders, shall have the exclusive
power to make, alter, amend or repeal the Bylaws of the Corporation.
I HEREBY CERTIFY that the foregoing is a full, true and correct copy of the
Bylaws of ESYLVAN, INC., a Maryland corporation, adopted as of June 30, 2000,
and as in effect on the date hereof.
Dated: June 30, 2000 /s/ Robert Zentz
_______________________
Robert Zentz, Secretary
14
