EX1A-2B BYLAWS 7 s104953_ex2-2.htm EX1A-2B BYLAWS

 

Exhibit 2.2

 

CERTIFICATE OF INCORPORATION

 

OF

 

YAYYO, Inc,

 

FIRST: The name of the corporation is: YAYYO, Inc.

 

SECOND: Its registered office in the State of Delaware is located at 16192 Coastal Highway, Lewes, Delaware 19958, County of Sussex. The registered agent in charge thereof is Harvard Business Services, Inc,

 

THIRD: The purpose of the corporation is to engage in any lawful activity for which corporations may be organized under the General Corporation Law of Delaware.

 

FOURTH: The total number of shares of stock which the corporation is authorized to issue is 100,000,000 shares having a par value of $ 0.000001 per share.

 

FIFTH: The business and affairs of the corporation shall be managed by or under the direction of the board of directors, and the directors need not be elected by ballot unless required by the bylaws of the corporation.

 

SIXTH: This corporation shall be perpetual unless otherwise decided by a majority of the Board of Directors.

 

SEVENTH: In furtherance and not in limitation of the powers conferred by the laws of Delaware, the board of directors is authorized to amend or repeal the bylaws.

 

EIGHTH: The corporation reserves the right to amend or repeal any provision in this Certificate of Incorporation in the manner prescribed by the laws of Delaware.

 

NINTH: The incorporator is Harvard Business Services, Inc., whose mailing address is 16192 Coastal Highway, Lewes, DE 19958.

 

TENTH: To the fullest extent permitted by the Delaware General Corporation Law a director of this corporation shall not be liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director.

 

I, the undersigned, for the purpose of forming a corporation under the laws of the State of Delaware do make and file this certificate, and do certify that the facts herein stated are true; and have accordingly signed below, this 16th day of November, 2016.

 

Signed and Attested to by:

 

  /s/ Richard H. Bell
  Harvard Business Services, Inc., Incorporator
  By: Richard H. Bell, President

 

  State of Delaware
  Secretary of State
  Division of Corporations
  Delivered 04:57 PM 11/16/2016
  FILED 04:57 PM 11/16/2016
  SR 20166667999 - File Number 6075384

 

 

 

 

STATEMENT OF INCORPORATOR

*************************

IN LIEU OF ORGANIZATIONAL MEETING

FOR

YAYYO, Inc.

June 21, 2016

 

We, Harvard Business Services, Inc., the incorporator of YAYYO, Inc. — a Delaware Corporation — hereby adopt the following resolution pursuant to Section 108 of the General Corporation Law of Delaware:

 

Resolved: That the certificate of incorporation of YAYYO, Inc. was filed with the Secretary of State of Delaware on June 21, 2016.

 

Resolved: That on June 21, 2016 the following persons were appointed as the initial Directors of the Corporation until their successors are elected and qualify:

 

Ramy El-Batrawi

 

Resolved: That the bylaws included with this resolution are the initial bylaws approved by the incorporator.

 

Resolved: That the Secretary of the Company is hereby authorized and directed to execute a certificate of adoption of the bylaws or repeal the initial bylaws and create a custom set of bylaws to be adopted and approved by the directors.

 

Resolved: The powers of this incorporator are hereby terminated, and said incorporator shall no longer be considered a part of the body corporate of the above named corporation.

 

This resolution shall be filed in the minute book of the company.

 

  /s/ Richard H. Bell
  HARVARD BUSINESS SERVICES, INC., Incorporator
  By: Richard H. Bell, President

 

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