Exhibit 3.2 Bylaws
BYLAWS
OF
YIPPYYAHOO, INC.
ARTICLE ONE
REGISTERED OFFICE
1.01. The registered office and the principal office for the transaction of
the business of the corporation is located at 223 E. FM 1382 Ste# 12720 Cedar
Hill, Texas 75104. The Board of Directors has full power and authority to change
the principal office from time to time as they deem in the best interest of the
corporation.
1.02. The name of the registered agent at such address is Romie Krickbaum.
1.03. The corporation may also have offices at such other places, within or
without the State of Texas, where the corporation if qualified to do business,
as the Board of Directors may from time to time designate, or the business of
the corporation may require.
ARTICLE TWO
SHAREHOLDER'S MEETING
2.01. All meetings of the shareholders shall be held at the principal
office of the corporation, or any other location within or without the State of
Texas, as may be designated for that purpose from time to time by the Board of
Directors.
2.02. The annual meeting of the shareholders shall be held on the day
specified by the corporation's Board of Directors. At such meeting, directors
shall be elected, reports of the affairs of the corporation shall be considered,
and any other business may be transacted which is within the powers of the
shareholders.
2.03. Notice of the meeting, 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 given in writing to each shareholder entitled to
vote at the meeting at least ten (10), but not more that fifty (50) days, before
the date of the meeting either personally or by mail or other means of written
communication, addressed to the shareholder at his address appearing on the
books of the corporation or given by him to the corporation for the purpose of
notice. Notice of adjourned meetings is not necessary unless the meeting is
adjourned for thirty(30) day or more, in which case notice of the adjourned
meeting shall be given as in the case of any special meeting.
2.04. Special meetings of the shareholders for any purpose or purposes
whatsoever may be called at any time by the President, or by the Board of
Directors, or by any two (2) or more Directors, or by one or more shareholders,
holding no less that one-tenth (1/10) of all the shares entitled to vote at the
meeting.
2.05. A majority of the voting shares constitutes a quorum for the
transaction of business. Business may be continued after the withdrawal of
enough shareholders to leave less than a quorum.
2.06. Each shareholder is entitled to one vote for each share of common
stock held of record. Voting for the election of Directors shall be by voice
unless any shareholder demands a ballot vote before the voting begins. No rights
to cumulative voting shall not be provided.
2.07. Every person entitled to vote or execute consents may do so either in
person or by written proxy executed in writing by the shareholder or his duly
authorized attorney in fact.
2.08. No defect in the calling or noticing of a shareholders' meeting will
affect the validity of any action at the meeting if a quorum was present, and if
each shareholder not present in person or by proxy signs a written waiver of
notice, consent to the holding of the meeting, or approval of the minutes,
either before or after the meeting, and such waivers, consents, or approvals are
filed with the corporate records or made part of the minutes of the meeting.
2.09. Action may be taken by the shareholders without a meeting if a
holders of a of the outstanding shares entitled to vote sign a written consent
to the action and such consent is filed with the Secretary of the corporation.
ARTICLE THREE
DIRECTORS
3.01. The Directors shall act only as a board and an individual Director
shall have no power as such. All corporate powers of the corporation shall be
exercised by, or under the authority of, and the business affairs of the
corporation shall be controlled by, the Board of Directors, subject, however ,
to such limitations as imposed by law, the articles of incorporation, or these
Bylaws, as to action to be authorized or approved by the shareholders. The Board
of Directors may, by contract or otherwise, given general or limited or special
power and authority to the officers and employees of the corporation to transact
the general business, or any special business, of the corporation, and may give
general or special powers of attorney to agents of the corporation to transact
business requiring such authorization.
3.02. The authorized number of Directors of this corporation shall be not
less than one (1) and not more than nine (9). The Directors need not be
shareholders of this corporation or residents of Texas. The number of Directors
may be increased or decreased from time to time by the Board of Directors, but
no decrease shall have the effect of shortening the term of any incumbent
Director. Any directorship to be filled by reason of an increase in the number
of Directors shall be filled by a vote of a majority of the board of directors,
though less than a quorum, or by a sole Director.
3.03. The Directors shall be elected annually by the shareholders entitled
to vote, and shall hold office until their respective successors are elected, or
until their death, resignation, or removal.
3.04. Vacancies in the Board of Directors may be filled by the vote of a
majority of the remaining Directors, though less than a quorum, or by a sole
remaining Director. The shareholders may elect a Director at any time to fill
any vacancy not filled by the Directors.
3.05. The entire Board of Directors or any individual Director may be
removed from office with or without cause by vote of the holders of majority of
the shares entitled to vote for directors, at any regular or special meeting of
such shareholders.
3.06. Regular meetings of the Board of Directors shall be held, without
call or notice, immediately following each annual meeting of the shareholders of
this corporation, and at such other times as the Director may determine.
3.07. All meetings of the Board of Directors for shall be held at the
principal office of the corporation or at such place within the State of Texas
as may be designated from time to time by resolution of the Board or by written
consent of all of the members of the Board.
3.08. Special meetings of the Board of Directors for any purpose shall be
called at any time by the President or, if he is absent or unable or refuses to
act, by any Vice President or any two directors. Written notices of the special
meetings, stating the time, and in general terms the purpose or purposes
thereof, shall be mailed or telegraphed or personally delivered to each Director
no later that the day before the day appointed for the meeting.
3.09. A majority of the authorized 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 shall be regarded as the act of the Board of Directors, unless
a greater number be required by law or by the articles of incorporation.
3.10. Any action required or permitted to be taken by the Board of
Directors may be taken without a meeting, and with the same force and effect as
a unanimous vote of Directors, if all members of the Board shall individually or
collectively consent in writing to such action.
3.11. A quorum of the Directors may adjourn any Directors' meeting to meet
again at a stated day and hour. 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 adjourned. In then 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.
3.12. The President, or, in his absence, any Director selected by the
Directors present, shall preside at meetings of the Board of Directors. The
Secretary of the corporation or in his absence, any person appointed by the
presiding officer, shall act as Secretary of the Board of Directors.
3.13. Directors and members of committees may receive such compensation, if
any, for their services, and such reimbursements for expenses, as may be fixed
or determined by resolution of the Board.
3.14. The Board of Directors may authorize the corporation to pay expenses
incurred by, or to satisfy a judgement or fine rendered or levied against
present or former Directors, officers, or employees of this corporation as
provided by Article 2.02(A)(16) of the Texas Business Corporation Act.
ARTICLE FOUR
OFFICERS
4.01. The officers of the corporation shall be a President, a Secretary,
and such assistants and other officers as the Board of Directors shall from time
to time determine. Any two offices, except President and Secretary, may be held
by one person. All officers shall be elected by and hold office at the pleasure
of the Board of Directors, which shall fix the compensation and tenure of all
officers.
4.02. The officers of the corporation shall have the powers and duties
generally ascribed to the respective offices, and such additional authority or
duty as may from time to time be established by the Board of Directors.
4.03. Any payments made to an officer of the corporation such as, but not
limited to, a salary, commission, bonus, interest, rent, or entertainment
expense incurred by him, which shall be disallowed in whole or in part as a
deductible expense by the Internal Revenue Service, shall be reimbursed by such
officer to the corporation to the full extent of such disallowance. It shall be
the duty of the Directors, as a Board, to enforce payment of each amount
disallowed. In lieu of payment by the officer, subject to the determination of
the Directors, proportionate amounts may be withheld from his future
compensation payments until the amount owed to the corporation has been
recovered.
4.04. Every officer of the corporation who becomes a stockholder shall
obligate himself by written agreement to repay to the corporation any part of
his salary, travel, entertainment expenses, or fringe benefits, or bonus,
interest, and rent, which may be disallowed as a corporate deduction for tax
purposes, and that such written agreement shall be deemed ratified and adopted
by the Board of Directors as of the date hereof.
ARTICLE FIVE
EXECUTION OF INSTRUMENTS
5.01. The Board of Directors may, in its discretion, determine the method
and designate the signatory officer or officers, or other person or persons, to
execute any corporate instrument or document, or to sign the corporate name with
out limitation, except where otherwise provided by law, and such execution or
signature shall be binding upon the corporation.
ARTICLE SIX
ISSUANCE AND TRANSFER OF SHARES
6.01. Certificates for shares of the corporation shall be issued only when
fully paid,
6.02. The corporation shall deliver certificates representing all shares in
which shareholders are entitled, which certificates shall be in such form and
device as the Board of Directors may provide. Each certificate shall bear on its
face the statement that the corporation is organized in Texas, the name in which
it is issued, the number and class of shares and series, and the par value or a
statement that the shares are without par value. The certificates shall be
signed by the President or a Vice President and the Secretary or an Assistant
Secretary, which signatures may be in facsimile if the certificates are to be
countersigned by a transfer agent or registered by a registrar, and the seal of
the corporation shall contain on the faces or backs such recitations or
references as are required by the law.
6.03. No new certificates shall be issued until the former certificate for
the share represented thereby shall have been surrendered and cancelled, except
in the case of lost or destroyed certificates for which the Board of Directors
my order new certificates to be issued upon such terms, conditions, and
guarantees as the Board may see fit to impose, including the filing of
sufficient indemnity.
6.04. Shares of the corporation may be transferred by endorsement by the
signature of the owner, his agent, attorney, or legal representative, and the
delivery of the certificate. The transferee in any transfer of shares shall be
deemed t have full notice of, and to consent to, the bylaws of the corporation
to the same extent as if he had signed a written assent thereto.
ARTICLE SEVEN
RECORDS AND REPORTS
7.01. All books and records provided for by statute shall be open to
inspection by the shareholders from time to time and to the extent expressly
provided by statute, and not otherwise. The Directors may examine such books and
records at all reasonable times.
7.02. The Board of Directors may close the transfer books in their
discretion for a period not exceeding fifty (50) days preceding any meeting,
annual or special, of the shareholders, or the day appointed for the payment or
a dividend.
ARTICLE EIGHT
AMENDMENT OF BYLAWS
8.01. The power to alter, amend, or repeal these bylaws is vested in the
Directors, subject to repeal or change by action of the shareholders.
Adopted by the Board of Directors on November 2,1999.
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Romie Krickbaum, Pres/Director
