<PAGE>

                                                                       Exhibit 2

                                     BYLAWS

                                       OF

                              VENTURES-UNITED, INC.



                                    ARTICLE I
                                     OFFICES

     The principal office and place of business of the corporation shall be or
at such location as the Board of Directors may from time to time determine.
Other offices and places of business may be established from time to time by
resolution of the Board.

                                   ARTICLE II
                                  SHAREHOLDERS

     Section 1. ANNUAL MEETING. The annual meeting of the shareholders shall be
held on the 2nd Tuesday of the month of April or such other day and month in
each year as shall be designated by the board of directors (unless that day is a
legal holiday, and then on the next succeeding day that is not a legal holiday),
for the purpose of electing directors and for the transaction of such other
business as by come before the meeting. If the election of directors shall not
be held on the day designated herein for any annual meeting of the shareholders,
or at any adjournment thereof, the Board of Directors shall cause the election
to be held at a special meeting of the shareholders.

     Section 2. SPECIAL MEETINGS. Special meetings of the shareholders, for any
purpose or purposes, may be called by the President, Chairman of the Board, the
board of directors, or by any director, and shall be called by the President at
the request of the holders of not less than one-tenth of all the outstanding
shares of the Corporation entitled to vote at the meeting.

     Section 3. PLACE OF MEETING. The place of meeting for all annual meetings
or for all special meetings shall be at the Corporation's registered office,
unless the board of directors designates another place, either within or without
the State of Utah, or the United States of America.

     Section 4. NOTICE OF MEETING. Written or printed notice stating the place,
day, and hour of the meeting, and, in case of a special meeting, the purpose or
purposes for which the meeting is called, shall be delivered not less than ten
nor more than fifty days before the date of the meeting, wither personally or by
mail, by or at the direction of the President, the secretary, or the officer or
persons calling the meeting, to each shareholder of record entitled to vote at
such meeting. If mailed, such notice shall be deemed delivered when deposited in
the United States mail addressed to the shareholder at his address as it appears
on the stock transfer books of the Corporation, with postage thereon prepaid.

<PAGE>

     Section 5. QUORUM. A majority of the outstanding shares of the Corporation
entitled to vote, represented in person or by proxy, shall constitute a quorum
at a meeting of shareholders. If less than a majority of the outstanding shares
is represented at a meeting, a majority of the shares so represented may adjourn
the meeting from time to time without further notice. At such adjourned meeting
at which a quorum shall be present or represented, any business may be
transacted which might have been transacted at the meeting as originally
notified. The shareholders present at a duly organized meeting may continue to
transact business until adjournment, notwithstanding the withdrawal of enough
shareholders to leave less than a quorum. Shares shall not be counted to make up
a quorum for a meeting if voting of them at the meeting has been enjoined or for
any reason they cannot be lawfully voted at the meeting.

     Section 6. PROXIES. At all meetings of shareholders, a shareholder may vote
by proxy executed in writing by the shareholder. Such proxy shall be filed with
the Secretary of the Corporation before or at the time of the meeting. No proxy
shall be valid after eleven months from the date of its execution, unless
otherwise provided in the proxy.

     Section 7. VOTING OF SHARES. Each outstanding share entitled to vote shall
be entitled to one vote upon each matter submitted to a vote at a meeting of
shareholders. If a quorum is present, the affirmative vote of the majority of
the shares represented at the meeting and entitled to vote on the subject shall
be the act of the shareholders, unless the vote of a greater number of voting by
class is required by the provisions of the Utah revised statutes. The provisions
of the Utah Control Shares Acquisition Act, 61-6-1, etc., shall not apply to the
Corporation.

     Section 8. FIXING RECORD DATE FOR MEETING. The stock transfer books of the
Corporation shall not be closed for the purpose of determining shareholders
entitled to notice of or to vote at a meeting of the shareholders but, in lieu
thereof, the date on which notice is given in accordance with Section 4 above
shall be the record date for these purposes. Such date shall not be more than
fifty nor less than ten days before the date of the meeting. When a
determination of shareholders entitled to vote at any meeting of shareholders
has been made under this section, such determination shall apply to any
adjournment thereof.

     Section 9. VOTING LIST. The officer or agent having share of the stock
transfer books for shares 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, arranged in alphabetical
order, with the address of and the number of shares held by each, which list,
for a period of ten days prior to the meeting, shall be kept on file at the
registered office of the Corporation 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. The
original stock 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.

     Failure to comply with the requirements of this section shall not affect
the validity

<PAGE>

of any action taken at such meeting.

     Section 10. INFORMAL ACTION BY SHAREHOLDERS. Any action required to be
taken at a meeting of the shareholders, or any other action which may be taken
at a meeting of the shareholders, may be taken without a meeting if a consent in
writing, setting forth the action so taken, shall be signed by all of the
shareholders entitled to vote with respect to the subject matter thereof.

                                   ARTICLE III
                               BOARD OF DIRECTORS

     Section 1. GENERAL POWERS. The business and affairs of the Corporation
shall be managed by its Board of Directors. The Board of Directors shall
determine matters of corporate policy and perform such duties as are required of
it, by law.

     Section 2. CONSIDERATION FOR SHARES. Shares may be issued for such
consideration expressed in dollars, not less than the par value thereof, as
shall be fixed from time to time by the Board of Directors.

     The consideration for the issuance of shares may be paid, in whole or in
part, in money, promissory notes, or other property, tangible or intangible, or
in labor or services actually performed or to be performed for the Corporation.

     In the absence of fraud in the transaction, judgment of the Board of
Directors as to the value of the consideration received for shares shall be
conclusive.

     Section 3. NUMBER TENURE, AND QUALIFICATIONS. The number of directors of
the Corporation shall be three (3). Each director shall hold office until the
next annual meeting of shareholders and until his successor shall have been
elected. Directors need not be residents of the State of Utah, citizens of the
United States, nor shareholders of the Corporation.

     Section 4. REGULAR MEETINGS. A regular meeting of the Board of Directors
shall be held without other notice than this bylaw immediately after, and at the
same place as, the annual meeting of shareholders. The Board of Directors shall
provide, by resolution, the time and place for the holding of regular meetings,
either within or without the State of Nevada, without other notice than such
resolution.

     Section 5. SPECIAL MEETINGS. Special meetings of the Board of Directors may
be called by or at the request of the President or any two directors. The person
or persons authorized to call special meetings of the Board of Directors may fix
any place, either within or without the State of Nevada, as the place for the
holding of any special meeting of the Board of Directors called by them.

     Section 6. NOTICE. Notice of any special meeting shall be given at least
ten (10) days previously thereto by written notice delivered personally or
mailed to each director at his business address or by telegram. If mailed,
notice shall be deemed to be delivered
<PAGE>

when placed in the United States mail or, if telegraphed the telegram is
delivered to the telegraph company. Any director may waive notice of any
meeting. The attendance of a director at a meeting shall constitute a waiver of
notice of such meeting, except where a director attends a meeting for the
express purpose of objecting to the transaction of any business because the
meeting is not lawfully called or convened. Neither the business to be
transacted at, nor the purpose of, any regular or special meeting of the Board
of Directors need be specified in the notice or waiver of notice of such
meeting.

     Section 7. QUORUM. A majority of the number of directors fixed by these
bylaws shall constitute a quorum for the transaction of business at any meeting
of the Board of Directors, but if less than such majority is present at a
meeting, a majority of the directors present may adjourn the meeting from time
to time without further notice.

     Section 8. MANNER OF ACTING; MINUTES. The act of the majority of the
directors present at a meeting at which a quorum is present shall be the act of
the Board of Directors. Minutes of the proceedings of Board of Directors'
meetings shall be prepared and shall be made available to shareholders.

     Section 9. 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. A director elected to fill
a vacancy shall be elected for the unexpired term of his predecessor in office
and shall serve until his successor is duly chosen and qualified. Any
directorship to be filled by reason of an increase in the number of directors
shall be filled by election at an annual meeting or at a special meeting of
shareholders called for that purpose, unless at such a meeting the shareholders
delegate the filling of such vacancy to the Board of Directors.

     Section 10. PRESUMPTION OF ASSENT. A director of the Corporation who is
present at a meeting of the Board of Directors at which action on any corporate
matter is taken shall be presumed to have assented to the action taken unless
his dissent shall be entered in the minutes of the meeting or unless he shall
file his written dissent to such action with the person acting as Secretary of
the meeting before the adjournment thereof or shall forward such dissent to the
Secretary of the Corporation immediately after the adjournment of the meeting.
Such right to dissent shall not apply to a director who voted in favor of such
action.

     Section 11. INFORMAL ACTION BY DIRECTORS. Any action required to be taken
at a meeting of the directors, or any action which may be taken at a meeting of
the directors, may be taken without a meeting if a consent in writing, setting
forth the action so taken, shall be signed by all the directors.


                                   ARTICLE IV
                                    OFFICERS

     Section 1. NUMBER. The officers of the Corporation shall be a President, a
Secretary and a Treasurer, each of whom shall be elected by the Board of
Directors. Such
<PAGE>

other officers and assistant officers as may be deemed necessary may be elected
or appointed by the Board of Directors. Any person may hold two or more offices
except that the President shall not also be the Secretary.

     Section 2. ELECTION AND TERM OF OFFICE. The officers of the Corporation to
be elected by the Board of Directors shall be elected annually by the Board of
Directors at the first meeting of the Board of Directors held after each annual
meeting of the shareholders. Each officer shall hold office until his successor
shall have been duly elected or until his death or until he shall resign or
shall have been removed in the manner hereinafter provided.

     Section 3. REMOVAL. Any officer or agent elected or appointed by the Board
of Directors may be removed by the Board of Directors whenever in its judgment
the best interests of the Corporation would be served thereby, but such removal
shall be without prejudice to the contract rights, if any, of the person so
removed.

     Section 4. VACANCIES. A vacancy in any office because of death,
resignation, removal, disqualification, or otherwise, may be filled by the Board
of Directors for the unexpired portion of the term.

     Section 5. PRESIDENT. The President shall be the principal executive
officer of the Corporation and, subject to the control of the Board of
Directors, shall in general supervise and control all of the business and
affairs of the Corporation. The President shall have power to assign work, hire
and discharge employees, determine the compensation of employees, purchase
supplies, allocate vacation periods, grant leaves to employees, collect
outstanding accounts, borrow money in the ordinary course of business, and to do
all acts necessary to the conduct of the business of the Corporation. He shall,
when present, preside at all meetings of the shareholders and of the Board of
Directors. He may sign, with the Secretary or any other proper officer of the
Corporation hereunto authorized by the Board of Directors, certificates for
shares of the Corporation, any deeds, mortgages, bonds, contracts, or other
instruments which the Board of Directors has authorized to be executed, except
in cases where the signing and execution thereof shall be expressly delegated by
the Board of Directors or by these Bylaws to some other officer or agent of the
Corporation, or shall be required by law to be otherwise signed or executed; and
in general shall perform all duties as may be prescribed by the Board of
Directors from time to time.

     Section 6. SECRETARY. The Secretary shall:

          (a)  keep the minutes of the shareholders' and of the Board of
     Directors' meetings in one or more books provided for that purpose;

          (b)  see that all notices are duly given in accordance with the
     provisions of these Bylaws or as required by law;
<PAGE>

          (c)  be custodian of the corporate records and of the seal of the
     Corporation and see that the seal of the Corporation is affixed to all
     documents the execution of which on behalf of the Corporation under its
     seal is duly authorized;

          (d)  keep a register of the post office address of each shareholder
     which shall be furnished to the Secretary by such shareholder;

          (e)  sign with the President certificates for shares of the
     Corporation, the issuance of which shall have been authorized by resolution
     of the Board of Directors;

          (f)  have general charge of the stock record books of the Corporation;
     and

          (g)  in general perform all duties incident to the office of Secretary
     and such other duties as from time to time may be assigned to him by the
     President or the Board of Directors.

     Section 7. TREASURER. If required by the Board of Directors, the Treasurer
shall give a bond for the faithful discharge of his duties in such sum and with
such surety or sureties as the Board of Directors shall determine. He shall have
charge and custody of and be responsible for all funds and securities of the
Corporation; receive and give receipts for monies due and payable to the
Corporation from any source whatsoever, and deposit all such monies in the name
of the Corporation in such banks, trust companies, or other depositories as
shall be selected in accordance with the provisions of Article V of these
Bylaws.

     Section 8. SALARIES. The salaries of the officers shall be fixed from time
to time by the Board of Directors, and no officer shall be prevented from
receiving such salary by reason of the fact that he is also a director of the
Corporation.

<PAGE>

                                    ARTICLE V
                     CONTRACTS, LOANS, CHECKS, AND DEPOSITS

     Section 1. CONTRACTS. The Board of Directors may authorize any officer or
officers, agent or agents, to enter into any contract or execute and deliver any
instrument in the name of and on behalf of the Corporation, and such authority
may be general or confined to specific instances.

     Section 2. LOANS. No loan shall be contracted on behalf of the Corporation
and no evidence of indebtedness shall be issued in its name unless authorized by
a resolution of the Board of Directors. Such authority may be general or
confined to specific instances.

     Section 3. CHECKS, DRAFTS, ETC. All checks, drafts, or other orders for the
payment of money, notes, or other evidences of indebtedness issued in the name
of the Corporation shall be signed by such officer or officers, agent or agents,
of the Corporation and in such manner as shall from time to time be determined
by resolution of the Board of Directors.

     Section 4. DEPOSITS. All funds of the Corporation not otherwise employed
shall be deposited from time to time to the credit of the Corporation in such
banks, trust companies, or other depositories as the Board of Directors may
select.

                                   ARTICLE VI
                   CERTIFICATES FOR SHARES AND THEIR TRANSFER

     Section 1. CERTIFICATION FOR SHARES. Certificates representing shares of
the Corporation shall be in such form as shall be determined by the Board of
Directors. Such certificates shall be signed by the President or Vice President
and by the Secretary. All certificates for shares shall be consecutively
numbered or otherwise identified. The name and address of the person to whom the
shares represented thereby are issued, with the number of shares and date of
issue, shall be entered on the stock record books of the Corporation. All
certificates surrendered to the Corporation for transfer shall be canceled, and
no new certificates shall be issued until the former certificate for a like
number of shares shall have been surrendered and canceled, except that in case
of a lost, destroyed, or mutilated certificate, a new one may be issued therefor
upon such terms and indemnity to the Corporation as the Board of Directors may
prescribe.

     Section 2. TRANSFER OF SHARES. Transfer of shares of the Corporation shall
be made only on the stock record books of the Corporation by the holder of
record thereof or by its legal representative, who shall furnish proper evidence
of authority to transfer, or by his attorney hereunto authorized by power of
attorney duly executed and filed with the Secretary of the Corporation, and on
surrender for cancellation of the certificate for such shares. The person in
whose name shares stand on the books of the Corporation shall be deemed by the
Corporation to be the owner thereof for all purposes.

<PAGE>

                                   ARTICLE VII
                                   ACCOUNTING

     Full and accurate books of account shall be kept in accordance with good
accounting practices. Such books of account shall be available for inspection by
any shareholder at all reasonable times. All corporate purchases shall be made
on account and all accounts shall be paid by check. So far as possible, no cash
outlays shall be made.

     The fiscal year of the Corporation shall begin on the 1st day of January
and end on the 31st day of December in each year.

                                  ARTICLE VIII
                                    DIVIDENDS

     The Board of Directors may from time to time declare, and the Corporation
may pay, dividends on its outstanding shares in the manner and, upon the terms
and conditions provided by law and its articles of incorporation.

                                   ARTICLE IX
                                      SEAL

     The Board of Directors shall provide a corporate seal which shall be
circular in form and shall have inscribed thereon the name of the Corporation,
the state of incorporation and the words "Corporate Seal."

                                    ARTICLE X
                                WAIVER OF NOTICE

     Whenever any notice is required to be given to any shareholder or director
of the Corporation under the provisions of these Bylaws or under the provisions
of the articles of incorporation, a waiver thereof in writing, signed by the
person or persons entitled to such notice, whether before or after the time
stated therein, shall be deemed equivalent to the giving of such notice.

                                   ARTICLE XI
                                   AMENDMENTS

     These Bylaws may be amended or repealed by the Board of Directors at any
meeting or by the shareholders at any meeting.


<PAGE>

                           CERTIFICATION OF SECRETARY

KNOW ALL MEN BY THE PRESENTS:

     THAT THE UNDERSIGNED DOES HEREBY CERTIFY THAT THE UNDERSIGNED IS THE
SECRETARY OF VENTURES-UNITED, INC., A CORPORATION DULY ORGANIZED AND EXISTING
UNDER AND BY VIRTUE OF THE LAWS OF THE STATE OF UTAH; THAT THE ABOVE AND
FOREGOING BYLAWS OF SAID CORPORATION WERE DULY AND REGULARLY ADOPTED AS SUCH BY
THE BOARD OF DIRECTORS OF SAID CORPORATION BY WRITTEN CONSENT IN LIEU OF
MEETING; AND THE ABOVE AND FOREGOING BYLAWS ARE NOW IN FULL FORCE AND EFFECT.

     Dated: August 11, 2000


                                       /s/ Jared C. Southwick
                                       -------------------------------------
                                       Secretary


                                       /s/ Jared C. Southwick
                                       -------------------------------------
                                       Director


                                       /s/ D. Greg Steinicke
                                       -------------------------------------
                                       Director


                                       /s/ George R. Horton
                                       -------------------------------------
                                       Director