<PAGE>
Exhibit 2.1
Bylaws
of
Yorktownuniversity.com, Inc.
(a Virginia corporation)
__________
ARTICLE I
---------
SHAREHOLDERS
------------
1. SHARE CERTIFICATES. Certificates evidencing fully-paid shares of the
------------------
corporation shall set forth thereon the statements prescribed by Section 13.1-
647 of the Virginia Stock Corporation Act ("Stock Corporation Act") and by any
other applicable provision of law, shall be signed by any two of the following
officers: the President, a Vice-President, the Secretary, an Assistant
Secretary, the Treasurer, an Assistant Treasurer, or any two officers designated
by the Board of Directors, and may bear the corporate seal or its facsimile.
Any or all of the signatures upon a certificate may be facsimile. In case any
officer, transfer agent, or registrar who has signed or whose facsimile
signature has been placed upon a certificate shall have ceased to be such
officer, transfer agent, or registrar before such certificate is issued, it may
be issued by the corporation with the same effect as if he were such officer,
transfer agent, or registrar at the date of issue.
2. FRACTIONAL SHARES OR SCRIP. The corporation may, if authorized by the
--------------------------
Board of Directors: issue fractions of a share or pay in money the value of
fractions of a share; arrange for disposition of fractional shares by the
shareholders; or issue scrip in registered or bearer form entitling the holder
to receive a full share upon surrendering enough scrip to equal a full share.
Each certificate representing scrip shall be conspicuously labeled "Scrip" and
shall contain the information required by subsection B of Section 13.1-647 of
the Stock Corporation Act. The holder of a fractional share is entitled to
exercise the rights of a shareholder, including the right to vote, to receive
dividends, and to participate in the assets of the corporation upon dissolution.
The holder of scrip is not entitled to any of these rights unless the scrip
provides for them. The Board of Directors may authorize the issuance of scrip
subject to any conditions considered desirable. When the corporation is to pay
in money the value of fractions of a share, such value shall be determined by
the Board of Directors. A good faith judgment of the Board of Directors as to
the value of a fractional share is conclusive.
3. SHARE TRANSFERS. Upon compliance with any provisions restricting the
---------------
transferability of shares that may be set forth in the articles of
incorporation, these Bylaws, or any written agreement in respect thereof,
transfers of shares of the corporation shall be made only on the
<PAGE>
books of the corporation by the registered holder thereof, or by his attorney
thereunto authorized by power of attorney duly executed and filed with the
Secretary of the corporation, or with a transfer agent or a registrar and on
surrender of the certificate or certificates for such shares properly endorsed
and the payment of all taxes thereon, if any. Except as may be otherwise
provided by law, the person in whose name shares stand on the books of the
corporation shall be deemed the owner thereof for all purposes as regards the
corporation; provided that whenever any transfer of shares shall be made for
collateral security, and not absolutely, such fact, if known to the Secretary of
the corporation, shall be so expressed in the entry of transfer.
4. RECORD DATE FOR SHAREHOLDERS. For the purpose of determining shareholders
----------------------------
entitled to notice of or to vote at any meeting of shareholders or any
adjournment thereof, or entitled to receive payment of any dividend, or in order
to make a determination of shareholders for any other proper purpose, the Board
of Directors of the corporation may fix in advance a date as the record date for
any such determination of shareholders, such date in any case to be not more
than seventy days before the meeting or action requiring such determination of
shareholders. If not otherwise fixed, the record date is the close of business
on the day before the effective date of notice to shareholders. A determination
of shareholders entitled to notice of or to vote at a shareholders' meeting is
effective for any adjournment of the meeting unless the Board of Directors fixes
a new record date, which it shall do if the meeting is adjourned to a date more
than one hundred twenty days after the date fixed for the original meeting.
5. MEANING OF CERTAIN TERMS. As used herein in respect of the right to
------------------------
notice of a meeting of shareholders or a waiver thereof or to participate or
vote thereat or to consent or dissent in writing in lieu of a meeting, as the
case may be, the term "share" or "shares" or "shareholder" or "shareholders"
refers to an outstanding share or shares and to a holder or holders of record of
outstanding shares when the corporation is authorized to issue only one class of
shares, and said reference is also intended to include any outstanding share or
shares and any holder or holders of record of outstanding shares of any class
upon which or upon whom the articles of incorporation confer such rights where
there are two or more classes or series of shares or upon which or upon whom the
Stock Corporation Act confers such rights notwithstanding that the articles of
incorporation may provide for more than one class or series of shares, one or
more of which are limited or denied such rights thereunder.
6. SHAREHOLDER MEETINGS.
----------------------
TIME. The annual meeting shall be held on the date fixed from time to
----
time by the Board of Directors. A special meeting shall be held on the date
fixed from time to time by the Board of Directors or by any person or persons
who are entitled to call a special meeting and do so in accordance with these
Bylaws, the articles of incorporation and the Stock Corporation Act.
NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER OF NOTICE. The corporation
-------------------------------------------------
shall notify shareholders of each annual and special shareholders' meeting. Such
notice shall be given no less than 10 nor more than 60 days before the meeting
date except that notice of a shareholders' meeting to act on an amendment of the
articles of incorporation, a plan of merger or share exchange, a proposed sale
of assets pursuant to Section 13.1-724 of the Stock Corporation Act, or the
dissolution of the corporation shall be given not less than twenty-five nor more
than sixty days before the meeting date. Unless the Stock Corporation Act or the
articles of incorporation require otherwise, notice of an annual meeting need
not state the purpose for which the meeting is called. Notice of a special
meeting shall state the purpose for which the meeting is called. Notwithstanding
the foregoing, no notice of a shareholders' meeting need be given to a
shareholder in any instance in which Section 13.1-658 of the Stock Corporation
Act so provides. A shareholder may waive any notice required by the Stock
Corporation Act, the articles of incorporation or the Bylaws before or after the
time and date of the meeting that is the subject of such notice. The waiver
shall be in writing, be signed by the shareholder entitled to the notice, and be
delivered to the Secretary of the corporation for inclusion in the minutes or
filing with the corporate records. A
<PAGE>
shareholder's attendance at a meeting waives objection to lack of notice or
defective notice of the meeting, unless the shareholder at the beginning of the
meeting objects to holding the meeting or transacting business at the meeting;
and waives objection to consideration of a particular matter at the meeting that
is not within the purpose or purposes described in the meeting notice, unless
the shareholder objects to considering the matter when it is presented. The term
"notice" as used in this paragraph shall mean notice in writing as prescribed by
Section 13.1-610 of the Stock Corporation Act.
VOTING LIST. The officer or agent having charge of the share transfer
-----------
books of the corporation shall make, at least ten days before each meeting of
shareholders, a complete list of the shareholders entitled to vote at such
meeting or any adjournment thereof, with the address of and the number of shares
held by each. The list shall be arranged by voting group and within each voting
group by class or series. For a period of ten days prior to such meeting, the
list of shareholders shall be kept on file at the registered office of the
corporation or at its principal office or at the office of its transfer agent or
registrar and shall be subject to inspection by any shareholder at any time
during usual business hours. Such list shall also be produced and kept open at
the time and place of the meeting and shall be subject to the inspection of any
shareholder during the whole time of the meeting for the purposes thereof. The
original share transfer books shall be prima facie evidence as to who are the
shareholders entitled to examine such list or transfer books or to vote at any
meeting of shareholders.
CONDUCT OF MEETING. Meetings of the shareholders shall be presided
------------------
over by one of the following officers in the order of seniority and if present
and acting: the Chairman of the Board, if any, the Vice-Chairman of the Board,
if any, the President, a Vice-President, if any, or, if none of the foregoing is
in office and present and acting, by a chairman to be chosen by the
shareholders. The Secretary of the corporation, or in his absence, an Assistant
Secretary, shall act as secretary of every meeting, but, if neither the
Secretary nor an Assistant Secretary is present, the Chairman of the meeting
shall appoint a secretary of the meeting.
PROXY REPRESENTATION. A shareholder may appoint a proxy to vote or
--------------------
otherwise act for him by signing an appointment form, either personally or by
his attorney-in-fact. An appointment is valid for 11 months, unless a longer
period is expressly provided in the appointment form. An appointment of a proxy
is revocable by the shareholder unless the appointment form conspicuously states
that it is irrevocable and the appointment is coupled with an interest.
SHARES HELD BY NOMINEES. The corporation may establish a procedure by
-----------------------
which the beneficial owner of shares that are registered in the name of a
nominee is recognized by the corporation as the shareholder. The extent of this
recognition may be determined in the procedure.
QUORUM. Unless the articles of incorporation or the Stock Corporation
------
Act provides otherwise, a majority of the votes entitled to be cast on a matter
by a voting group constitutes a quorum of that voting group for action on that
matter. Shares entitled to vote as a separate voting group may take action on a
matter at a meeting only if a quorum of those shares exists with respect to that
matter. Once a share is represented for any purpose at a meeting, it is deemed
present for quorum purposes for the remainder of the meeting and for any
adjournment of that meeting unless a new record date is or shall be set for that
adjourned meeting.
VOTING. Directors are elected by a plurality of the votes cast by the
------
shares entitled to vote in the election at a meeting at which a quorum is
present. If a quorum exists, action on a matter, other than the election of
directors, by a voting group is approved if the votes cast within the voting
group favoring the action exceed the votes cast opposing the action, unless the
articles of incorporation or the Stock Corporation Act provides otherwise.
7. ACTION WITHOUT MEETING. Action required or permitted by the Stock
----------------------
Corporation Act to be taken at a shareholders' meeting may be taken without a
meeting and without action by the Board of Directors
<PAGE>
to the extent permitted by the articles of incorporation and the Stock
Corporation Act. The action shall be evidenced by one or more written consents
describing the action taken and delivered to the Secretary of the corporation
for inclusion in the minutes or filing with the corporate records. Any action
taken by written consent shall be effective according to its terms when the
requisite number of consents are in the possession of the corporation. Action
taken under this paragraph is effective as of the date specified therein.
ARTICLE II
----------
BOARD OF DIRECTORS
------------------
1. FUNCTIONS GENERALLY - COMPENSATION. All corporate powers shall be
----------------------------------
exercised by or under the authority of, and the business and affairs of the
corporation managed under the direction of, a Board of Directors. The Board may
fix the compensation of directors.
2. QUALIFICATIONS AND NUMBER. A director need not be a shareholder, a
-------------------------
citizen of the United States, or a resident of the Commonwealth of Virginia.
The Board of Directors shall consist of not less than two nor more than 10
persons. The number of directors may be fixed or changed from time to time,
within such minimum and maximum, by the Board of Directors.
3. TERMS AND VACANCIES. A decrease in the number of directors does not
-------------------
shorten an incumbent director's term. The term of a director elected by the
Board of Directors to fill a vacancy expires at the next shareholders' meeting
at which directors are elected. Despite the expiration of a director's term, he
continues to serve until his successor is elected and qualifies. If a vacancy
occurs on the Board of Directors, including a vacancy resulting from an increase
in the number of directors, the shareholders or the Board of Directors may fill
the vacancy; or if the directors remaining in office constitute fewer than a
quorum of the Board of Directors, they may fill the vacancy by the affirmative
vote of a majority of the directors remaining in office.
4. MEETINGS.
--------
TIME. Meetings shall be held at such time as the Board shall fix, except
----
that the first meeting of a newly elected Board shall be held as soon after its
election as the directors may conveniently assemble.
PLACE. The Board of Directors may hold regular or special meetings in or
-----
out of the Commonwealth of Virginia at such place as shall be fixed by the
Board.
CALL. No call shall be required for regular meetings for which the time
----
and place have been fixed. Special meetings may be called by or at the direction
of the Chairman of the Board, if any, the Vice-Chairman of the Board, if any,
the President, or of a majority of the directors in office.
NOTICE OR ACTUAL OR CONSTRUCTIVE WAIVER. Regular meetings of the Board of
---------------------------------------
Directors may be held without notice of the date, time, place, or purpose of the
meeting. Written, or oral, notice of the time and place shall be given for
special meetings in sufficient time for the convenient assembly of the
directors. The notice of any meeting need not describe the purpose of the
meeting. A director may waive any notice required by the Stock Corporation Act
or by these Bylaws before or after the date and time stated in the notice, and
such waiver shall be equivalent to the giving of such notice. A director's
attendance at or participation in a meeting waives any required notice to him of
the meeting unless the director at the beginning of the meeting or promptly upon
his arrival objects to holding the meeting or transacting business at the
meeting and does not thereafter vote for or assent to action taken at the
meeting. Except as hereinbefore provided, a waiver shall be in writing, signed
by the director entitled to the notice, and filed with the minutes or corporate
records.
<PAGE>
QUORUM AND ACTION. A quorum of the Board of Directors consists of a
-----------------
majority of the number of directors specified in or fixed in accordance with
these Bylaws. If a quorum is present when a vote is taken, the affirmative vote
of a majority of directors present is the act of the Board of Directors.
Whenever the Stock Corporation Act requires the Board of Directors to recommend
or approve any proposed corporate act, such recommendation or approval shall not
be required if the proposed corporate act is adopted by the unanimous consent of
shareholders. The Board of Directors may permit any or all directors to
participate in a regular or special meeting by, or conduct the meeting through
the use of, any means of communication by which all directors participating may
simultaneously hear each other during the meeting. A director participating in a
meeting by this means is deemed to be present in person at the meeting.
CHAIRMAN OF THE MEETING. Meetings of the Board of Directors shall be
-----------------------
presided over by the following directors in the order of seniority and if
present and acting - the Chairman of the Board, if any, the Vice-Chairman of the
Board, if any, the President, or any other director chosen by the Board.
5. REMOVAL OF DIRECTORS. The shareholders may remove one or more directors
--------------------
with or without cause pursuant to the provisions of Section 13.1-680 of the
Stock Corporation Act and the articles of incorporation.
6. COMMITTEES. The Board of Directors may create one or more committees and
----------
appoint members of the Board of Directors to serve on them. Each committee may
have two or more members, who serve at the pleasure of the Board of Directors.
The creation of a committee and the appointment of members to it shall be
approved by the greater number of (a) a majority of all the directors in office
when the action is taken, or (b) the number of directors required by the
articles of incorporation or these Bylaws to take action under the provisions of
Section 13.1-688 of the Stock Corporation Act. To the extent specified by the
Board of Directors or these Bylaws, each committee may exercise the authority of
the Board of Directors except such authority as may not be delegated under the
Stock Corporation Act.
7. ACTION WITHOUT MEETING. Action required or permitted by the Stock
----------------------
Corporation Act to be taken at a Board of Directors' meeting may be taken
without a meeting if the action is taken by all members of the Board. The
action shall be evidenced by one or more written consents stating the action
taken, signed by each director either before or after the action taken, and
included in the minutes or filed with the corporate records reflecting the
action taken. Action taken under this paragraph is effective when the last
director signs the consent unless the consent specifies a different effective
date, in which event the action taken is effective as of the date specified
therein provided the consent states the date of execution by each director.
<PAGE>
ARTICLE III
-----------
OFFICERS
--------
The corporation shall have a President and a Secretary, and such other
officers as may be deemed necessary, each or any of whom may be elected or
appointed by the directors or may be chosen in such manner as the directors
shall determine. The same individual may simultaneously hold more than one
office in the corporation.
Unless otherwise provided in the resolution of election or appointment, each
officer shall hold office until the meeting of the Board of Directors following
the next annual meeting of shareholders and until his successor has been elected
and qualified.
Each officer of the corporation has the authority and shall perform the duties
prescribed by the Board of Directors or by direction of an officer authorized by
the Board of Directors to prescribe the duties of other officers; provided, that
the Secretary shall have the responsibility for preparing and maintaining
custody of minutes of the directors' and shareholders' meetings and for
authenticating records of the corporation.
The Board of Directors may remove any officer at any time with or without
cause.
ARTICLE IV
----------
REGISTERED OFFICE AND AGENT
----------------------------
The address of the registered office of the corporation and the name of the
initial registered agent of the corporation are set forth in the articles of
incorporation.
ARTICLE V
---------
CORPORATE SEAL
--------------
The corporate seal shall have inscribed thereon the name of the corporation
and shall be in such form and contain such other words and/or figures as the
Board of Directors shall determine or the law require.
ARTICLE VI
----------
FISCAL YEAR
-----------
The fiscal year of the corporation shall be fixed, and shall be subject to
change, by the Board of Directors.
