Attached files

                                BYLAWS


                                  of


                         Vibe Ventures Inc..


                         (the "Corporation")




ARTICLE I: MEETINGS OF SHAREHOLDERS


Section 1 - Annual Meetings


The annual meeting of the shareholders of the Corporation shall be
held at the time fixed, from time to time, by the Board of Directors.


Section 2 - Special Meetings


Special meetings of the shareholders may be called by the Board of
Directors or such person or persons authorized by the Board of
Directors.


Section 3 - Place of Meetings


Meetings of shareholders shall be held at the registered office of
the Corporation, or at such other places, within or without the
State of Nevada as the Board of Directors may from time to time fix.


Section 4 - Notice of Meetings


A notice convening an annual or special meeting which specifies the
place, day, and hour of the meeting, and the general nature of the
business of the meeting, must be faxed, personally delivered or
mailed postage prepaid to each shareholder of the Corporation
entitled to vote at the meeting at the address of the shareholder as
it appears on the stock transfer ledger of the Corporation, at least
ten (10) days prior to the meeting. Accidental omission to give
notice of a meeting to, or the non-receipt of notice of a meeting
by, a shareholder will not invalidate the proceedings at that meeting.


Section 5 - Action Without a Meeting


Unless otherwise provided by law, 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, without prior notice and without a vote if written consents
are signed by shareholders representing a majority of the shares
entitled to vote at such a meeting, except however, if a different
proportion of voting power is required by law, the Articles of
Incorporation or these Bylaws, than that proportion of written
consents is required. Such written consents must be filed with the
minutes of the proceedings of the shareholders of the Corporation.




Section 6 - Quorum


a) No business, other than the election of the chairman or the
adjournment of the meeting, will be transacted at an annual or
special meeting unless a quorum of shareholders, entitled to attend
and vote, is present at the commencement of the meeting, but the
quorum need not be present throughout the meeting.


b) Except as otherwise provided in these Bylaws, a quorum is two
persons present and being, or representing by proxy, shareholders of
the Corporation.


c) If within half an hour from the time appointed for an annual or
special meeting a quorum is not present, the meeting shall stand
adjourned to a day, time and place as determined by the chairman of
the meeting.


Section 7 - Voting


Subject to a special voting rights or restrictions attached to a
class of shares, each shareholder shall be entitled to one vote for
each share of stock in his or her own name on the books of the
corporation, whether represented in person or by proxy.


Section 8 - Motions


No motion proposed at an annual or special meeting need be seconded.


Section 9 - Equality of Votes


In the case of an equality of votes, the chairman of the meeting at
which the vote takes place is not entitled to have a casting vote in
addition to the vote or votes to which he may be entitled as a
shareholder of proxy holder.


Section 10 - Dispute as to Entitlement to Vote


In a dispute as to the admission or rejection of a vote at an annual
or special meeting, the decision of the chairman made in good faith
is conclusive.


Section 11 - Proxy


a) Each shareholder entitled to vote at an annual or special meeting
may do so either in person or by proxy. A form of proxy must be in
writing under the hand of the appointer or of his or her attorney
duly authorized in writing, or, if the appointer is a corporation,
either under the seal of the corporation or under the hand of a duly
authorized officer or attorney. A proxy holder need not be a
shareholder of the Corporation.


b) A form of proxy and the power of attorney or other authority, if
any, under which it is signed or a facsimiled copy thereof must be
deposited at the registered office of the Corporation or at such
other place as is specified for that purpose in the notice convening
the meeting. In addition to any other method of depositing proxies
provided for in these Bylaws, the Directors may from time to time by
resolution make regulations relating to the depositing of proxies at
a place or places and fixing the time or times for depositing the
proxies not exceeding 48 hours (excluding Saturdays, Sundays and
holidays) preceding the meeting or adjourned meeting specified in
the notice calling a meeting of shareholders.


ARTICLE II: BOARD OF DIRECTORS


Section 1 - Number, Term, Election and Qualifications


a) The first Board of Directors of the Corporation, and all
subsequent Boards of the Corporation, shall consist of not less than
one (1) and not more than nine (9) directors. The number of
Directors may be fixed and changed from time to time by ordinary
resolution of the shareholders of the Corporation.


b) The first Board of Directors shall hold office until the first
annual meeting of shareholders and until their successors have been
duly elected and qualified or until there is a decrease in the
number of directors. Thereinafter, Directors will be elected at the
annual meeting of shareholders and shall hold office until the
annual meeting of the shareholders next succeeding his or her
election, or until his or her prior death, resignation or removal.
Any Director may resign at any time upon written notice of such
resignation to the Corporation.


c) A casual vacancy occurring in the Board may be filled by the
remaining Directors.


d) Between successive annual meetings, the Directors have the power
to appoint one or more additional Directors but not more than 1/2 of
the number of Directors fixed at the last shareholder meeting at
which Directors were elected. A Director so appointed holds office
only until the next following annual meeting of the Corporation, but
is eligible for election at that meeting. So long as he or she is an
additional Director, the number of Directors will be increased
accordingly.


e) A Director is not required to hold a share in the capital of the
Corporation as qualification for his or her office.


Section 2 - Duties, Powers and Remuneration


a) The Board of Directors shall be responsible for the control and
management of the business and affairs, property and interests of
the Corporation, and may exercise all powers of the Corporation,
except for those powers conferred upon or reserved for the
shareholders or any other persons as required under Nevada state
law, the Corporation's Articles of Incorporation or by these Bylaws.


b) The remuneration of the Directors may from time to time be
determined by the Directors or, if the Directors decide, by the
shareholders.




Section 3 - Meetings of Directors


a) The President of the Corporation shall preside as chairman at
every meeting of the Directors, or if the President is not present
or is willing to act as chairman, the Directors present shall choose
one of their number to be chairman of the meeting.


b) The Directors may meet together for the dispatch of business, and
adjourn and otherwise regulate their meetings as they think fit.
Questions arising at a meeting must be decided by a majority of
votes. In case of an equality of votes the chairman does not have a
second or casting vote. Meetings of the Board held at regular
intervals may be held at the place and time upon the notice (if any)
as the Board may by resolution from time to time determine.


c) A Director may participate in a meeting of the Board or of a
committee of the Directors using conference telephones or other
communications facilities by which all Directors participating in
the meeting can hear each other and provided that all such Directors
agree to such participation. A Director participating in a meeting
in accordance with this Bylaw is deemed to be present at the meeting
and to have so agreed. Such Director will be counted in the quorum
and entitled to speak and vote at the meeting.


d) A Director may, and the Secretary on request of a Director shall,
call a meeting of the Board. Reasonable notice of the meeting
specifying the place, day and hour of the meeting must be given by
mail, postage prepaid, addressed to each of the Directors and
alternate Directors at his or her address as it appears on the books
of the Corporation or by leaving it at his or her usual business or
residential address or by telephone, facsimile or other method of
transmitting legibly recorded messages. It is not necessary to give
notice of a meeting of Directors to a Director immediately following
a shareholder meeting at which the Director has been elected, or is
the meeting of Directors at which the Director is appointed.


e) A Director of the Corporation may file with the Secretary a
document executed by him waiving notice of a past, present or future
meeting or meetings of the Directors being, or required to have
been, sent to him and may at any time withdraw the waiver with
respect to meetings held thereafter. After filing such waiver with
respect to future meetings and until the waiver is withdrawn no
notice of a meeting of Directors need be given to the Director. All
meetings of the Directors so held will be deemed not to be
improperly called or constituted by reason of notice not having been
given to the Director.


f) The quorum necessary for the transaction of the business of the
Directors may be fixed by the Directors and if not so fixed is a
majority of the Directors or, if the number of Directors is fixed at
one, is one Director.


g) The continuing Directors may act notwithstanding a vacancy in
their body but, if and so long as their number is reduced below the
number fixed pursuant to these Bylaws as the necessary quorum of
Directors, the continuing Directors may act for the purpose of
increasing the number of Directors to that number, or of summoning a
shareholder meeting of the Corporation, but for no other purpose.


h) All acts done by a meeting of the Directors, a committee of
Directors, or a person acting as a Director, will, notwithstanding
that it be afterwards discovered that there was some defect in the
qualification, election or appointment of the Directors,
shareholders of the committee or person acting as a Director, or
that any of them were disqualified, be as valid as if the person had
been duly elected or appointed and was qualified to be a Director.


i) A resolution consented to in writing, whether by facsimile or
other method of transmitting legibly recorded messages, by all of
the Directors is as valid as if it had been passed at a meeting of
the Directors duly called and held. A resolution may be in two or
more counterparts which together are deemed to constitute one
resolution in writing. A resolution must be filed with the minutes
of the proceedings of the directors and is effective on the date
stated on it or on the latest date stated on a counterpart.


j) All Directors of the Corporation shall have equal voting power.


Section 4 - Removal


One or more or all the Directors of the Corporation may be removed
with or without cause at any time by a vote of two-thirds of the
shareholders entitled to vote thereon, at a special meeting of the
shareholders called for that purpose.


Section 5 - Committees


a) The Directors may from time to time by resolution designate from
among its members one or more committees, and alternate members
thereof, as they deem desirable, each consisting of one or more
members, with such powers and authority (to the extent permitted by
law and these Bylaws) as may be provided in such resolution. Unless
the Articles of Incorporation or Bylaws state otherwise, the Board
of Directors may appoint natural persons who are not Directors to
serve on such committees authorized herein. Each such committee
shall serve at the pleasure of the Board of Directors and unless
otherwise stated by law, the Certificate of Incorporation of the
Corporation or these Bylaws, shall be governed by the rules and
regulations stated herein regarding the Board of Directors.


b) Each Committee shall keep regular minutes of its transactions,
shall cause them to be recorded in the books kept for that purpose,
and shall report them to the Board at such times as the Board may
from time to time require. The Board has the power at any time to
revoke or override the authority given to or acts done by any
Committee.


ARTICLE III: OFFICERS


Section 1 - Number, Qualification, Election and Term of Office


a) The Corporation's officers shall have such titles and duties as
shall be stated in these Bylaws or in a resolution of the Board of
Directors which is not inconsistent with these Bylaws. The officers
of the Corporation shall consist of a president, secretary,
treasurer, and also may have one or more vice presidents, assistant
secretaries and assistant treasurers and such other officers as the
Board of Directors may from time to time deem advisable. Any officer
may hold two or more offices in the Corporation, and may or may not
also act as a Director.


b) The officers of the Corporation shall be elected by the Board of
Directors at the regular annual meeting of the Board following the
annual meeting of shareholders.


c) Each officer shall hold office until the annual meeting of the
Board of Directors next succeeding his or her election, and until
his or her successor shall have been duly elected and qualified,
subject to earlier termination by his or her death, resignation or
removal.


Section 2 - Resignation


Any officer may resign at any time by giving written notice of such
resignation to the Corporation.


Section 3 - Removal


Any officer appointed by the Board of Directors may be removed by a
majority vote of the Board, either with or without cause, and a
successor appointed by the Board at any time, and any officer or
assistant officer, if appointed by another officer, may likewise be
removed by such officer.


Section 4 - Remuneration


The remuneration of the Officers of the Corporation may from time to
time be determined by the Directors or, if the Directors decide, by
the shareholders.


Section 5 - Conflict of Interest


Each officer of the Corporation who holds another office or
possesses property whereby, whether directly or indirectly, duties
or interests might be created in conflict with his or her duties or
interests as an officer of the Corporation shall, in writing,
disclose to the President the fact and the nature, character and
extent of the conflict.


ARTICLE V: SHARES OF STOCK


Section 1 - Certificate of Stock


a) The shares of the Corporation shall be represented by
certificates or shall be uncertificated shares.


b) Certificated shares of the Corporation shall be signed, either
manually or by facsimile, by officers or agents designated by the
Corporation for such purposes, and shall certify the number of
shares owned by the shareholder in the Corporation. Whenever any
certificate is countersigned or otherwise authenticated by a
transfer agent or transfer clerk, and by a registrar, then a
facsimile of the signatures of the officers or agents, the transfer
agent or transfer clerk or the registrar of the Corporation may be
printed or lithographed upon the certificate in lieu of the actual
signatures. If the Corporation uses facsimile signatures of its
officers and agents on its stock certificates, it cannot act as
registrar of its own stock, but its transfer agent and registrar may
be identical if the institution acting in those dual capacities
countersigns or otherwise authenticates any stock certificates in
both capacities. If any officer who has signed or whose facsimile
signature has been placed upon such certificate, shall have ceased
to be such officer before such certificate is issued, it may be
issued by the Corporation with the same effect as if he were such
officer at the date of its issue.


c) If the Corporation issued uncertificated shares as provided for
in these Bylaws, within a reasonable time after the issuance or
transfer of such uncertificated shares, and at least annually
thereafter, the Corporation shall send the shareholder a written
statement certifying the number of shares owned by such shareholder
in the Corporation.


d) Except as otherwise provided by law, the rights and obligations
of the holders of uncertificated shares and the rights and
obligations of the holders of certificates representing shares of
the same class and series shall be identical.


e) If a share certificate:


(i) is worn out or defaced, the Directors shall, upon production to
them of the certificate and upon such other terms, if any, as they
may think fit, order the certificate to be cancelled and issue a new
certificate;


(ii) is lost, stolen or destroyed, then upon proof being given to
the satisfaction of the Directors and upon and indemnity, if any
being given, as the Directors think adequate, the Directors shall
issue a new certificate; or


(iii) represents more than one share and the registered owner
surrenders it to the Corporation with a written request that the
Corporation issue in his or her name two or more certificates, each
representing a specified number of shares and in the aggregate
representing the same number of shares as the certificate so
surrendered, the Corporation shall cancel the certificate so
surrendered and issue new certificates in accordance with such request.


Section 2 - Transfers of Shares


a) Transfers or registration of transfers of shares of the
Corporation shall be made on the stock transfer books of the
Corporation by the registered holder thereof, or by his or her
attorney duly authorized by a written power of attorney; and in the
case of shares represented by certificates, only after the surrender
to the Corporation of the certificates representing such shares with
such shares properly endorsed, with such evidence of the
authenticity of such endorsement, transfer, authorization and other
matters as the Corporation may reasonably require, and the payment
of all stock transfer taxes due thereon.


b) The Corporation shall be entitled to treat the holder of record
of any share or shares as the absolute owner thereof for all
purposes and, accordingly, shall not be bound to recognize any
legal, equitable or other claim to, or interest in, such share or
shares on the part of any other person, whether or not it shall have
express or other notice thereof, except as otherwise expressly
provided by law.


Section 3 - Record Date


a) The Directors may fix in advance a date, which must not be more
than 60 days permitted by the preceding the date of a meeting of
shareholders or a class of shareholders, or of the payment of a
dividend or of the proposed taking of any other proper action
requiring the determination of shareholders as the record date for
the determination of the shareholders entitled to notice of, or to
attend and vote at, a meeting and an adjournment of the meeting, or
entitled to receive payment of a dividend or for any other proper
purpose and, in such case, notwithstanding anything in these Bylaws,
only shareholders of records on the date so fixed will be deemed to
be the shareholders for the purposes of this Bylaw.


b) Where no record date is so fixed for the determination of
shareholders as provided in the preceding Bylaw, the date on which
the notice is mailed or on which the resolution declaring the
dividend is adopted, as the case may be, is the record date for such
determination.


Section 4 - Fractional Shares


Notwithstanding anything else in these Bylaws, the Corporation, if
the Directors so resolve, will not be required to issue fractional
shares in connection with an amalgamation, consolidation, exchange
or conversion. At the discretion of the Directors, fractional
interests in shares may be rounded to the nearest whole number, with
fractions of 1/2 being rounded to the next highest whole number, or
may be purchased for cancellation by the Corporation for such
consideration as the Directors determine. The Directors may
determine the manner in which fractional interests in shares are to
be transferred and delivered to the Corporation in exchange for
consideration and a determination so made is binding upon all
shareholders of the Corporation. In case shareholders having
fractional interests in shares fail to deliver them to the
Corporation in accordance with a determination made by the
Directors, the Corporation may deposit with the Corporation's
Registrar and Transfer Agent a sum sufficient to pay the
consideration payable by the Corporation for the fractional
interests in shares, such deposit to be set aside in trust for such
shareholders. Such setting aside is deemed to be payment to such
shareholders for the fractional interests in shares not so delivered
which will thereupon not be considered as outstanding and such
shareholders will not be considered to be shareholders of the
Corporation with respect thereto and will have no right except to
receive payment of the money so set aside and deposited upon
delivery of the certificates for the shares held prior to the
amalgamation, consolidation, exchange or conversion which result in
fractional interests in shares.


ARTICLE VI: DIVIDENDS


a) Dividends may be declared and paid out of any funds available
therefor, as often, in such amounts, and at such time or times as
the Board of Directors may determine and shares may be issued pro
rata and without consideration to the Corporation's shareholders or
to the shareholders of one or more classes or series.


b) Shares of one class or series may not be issued as a share
dividend to shareholders of another class or series unless such
issuance is in accordance with the Articles of Incorporation and:


(i) a majority of the current shareholders of the class or series to
be issued approve the issue; or

(ii) there are no outstanding shares of the class or series of
shares that are authorized to be issued as a dividend.


ARTICLE VII: BORROWING POWERS


a) The Directors may from time to time on behalf of the Corporation:


(i) borrow money in such manner and amount, on such security, from
such sources and upon such terms and conditions as they think fit,


(ii) issue bonds, debentures and other debt obligations either
outright or as security for liability or obligation of the
Corporation or another person, and


(iii) mortgage, charge, whether by way of specific or floating
charge, and give other security on the undertaking, or on the whole
or a part of the property and assets of the Corporation (both
present and future).


b) A bond, debenture or other debt obligation of the Corporation may
be issued at a discount, premium or otherwise, and with a special
privilege as to redemption, surrender, drawing, allotment of or
conversion into or exchange for shares or other securities,
attending and voting at shareholder meetings of the Corporation,
appointment of Directors or otherwise, and may by its terms be
assignable free from equities between the Corporation and the person
to whom it was issued or a subsequent holder thereof, all as the
Directors may determine.


ARTICLE VIII: FISCAL YEAR


The fiscal year end of the Corporation shall be fixed, and shall be
subject to change, by the Board of Directors from time to time,
subject to applicable law.


ARTICLE IX: CORPORATE SEAL


The corporate seal, if any, shall be in such form as shall be
prescribed and altered, from time to time, by the Board of
Directors. The use of a seal or stamp by the Corporation on
corporate documents is not necessary and the lack thereof shall not
in any way affect the legality of a corporate document.


ARTICLE X: AMENDMENTS


Section 1 - By Shareholders


All Bylaws of the Corporation shall be subject to alteration or
repeal, and new Bylaws may be made by a majority vote of the
shareholders at any annual meeting or special meeting called for
that purpose.


Section 2 - By Directors


The Board of Directors shall have the power to make, adopt, alter,
amend and repeal, from time to time, Bylaws of the Corporation.


ARTICLE XI: DISCLOSURE OF INTEREST OF DIRECTORS


a) A Director who is, in any way, directly or indirectly interested
in an existing or proposed contract or transaction with the
Corporation or who holds an office or possesses property whereby,
directly or indirectly, a duty or interest might be created to
conflict with his or her duty or interest as a Director, shall
declare the nature and extent of his or her interest in such
contract or transaction or of the conflict with his or her duty and
interest as a Director, as the case may be.


b) A Director shall not vote in respect of a contract or transaction
with the Corporation in which he is interested and if he does so his
or her vote will not be counted, but he will be counted in the
quorum present at the meeting at which the vote is taken. The
foregoing prohibitions do not apply to:


(i) a contract or transaction relating to a loan to the Corporation,
which a Director or a specified corporation or a specified firm in
which he has an interest has guaranteed or joined in guaranteeing
the repayment of the loan or part of the loan;


(ii) a contract or transaction made or to be made with or for the
benefit of a holding corporation or a subsidiary corporation of
which a Director is a director or officer;


(iii) a contract by a Director to subscribe for or underwrite shares
or debentures to be issued by the Corporation or a subsidiary of the
Corporation, or a contract, arrangement or transaction in which a
Director is directly or indirectly interested if all the other
Directors are also directly or indirectly interested in the
contract, arrangement or transaction;


(iv) determining the remuneration of the Directors;


(v) purchasing and maintaining insurance to cover Directors against
liability incurred by them as Directors; or


(vi) the indemnification of a Director by the Corporation.


c) A Director may hold an office or place of profit with the
Corporation (other than the office of Auditor of the Corporation) in
conjunction with his or her office of Director for the period and on
the terms (as to remuneration or otherwise) as the Directors may
determine. No Director or intended Director will be disqualified by
his or her office from contracting with the Corporation either with
regard to the tenure of any such other office or place of profit, or
as vendor, purchaser or otherwise, and, no contract or transaction
entered into by or on behalf of the Corporation in which a Director
is interested is liable to be voided by reason thereof.


d) A Director or his or her firm may act in a professional capacity
for the Corporation (except as Auditor of the Corporation), and he
or his or her firm is entitled to remuneration for professional
services as if he were not a Director.


e) A Director may be or become a director or other officer or
employee of, or otherwise interested in, a corporation or firm in
which the Corporation may be interested as a shareholder or
otherwise, and the Director is not accountable to the Corporation
for remuneration or other benefits received by him as director,
officer or employee of, or from his or her interest in, the other
corporation or firm, unless the shareholders otherwise direct.


ARTICLE XII: ANNUAL LIST OF OFFICERS, DIRECTORS AND REGISTERED AGENT


The Corporation shall, within sixty days after the filing of its
Articles of Incorporation with the Secretary of State, and annually
thereafter on or before the last day of the month in which the
anniversary date of incorporation occurs each year, file with the
Secretary of State a list of its president, secretary and treasurer
and all of its Directors, along with the post office box or street
address, either residence or business, and a designation of its
resident agent in the state of Nevada. Such list shall be certified
by an officer of the Corporation.


ARTICLE XIII: INDEMNITY OF DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS


a) The Directors shall cause the Corporation to indemnify a Director
or former Director of the Corporation and the Directors may cause
the Corporation to indemnify a director or former director of a
corporation of which the Corporation is or was a shareholder and the
heirs and personal representatives of any such person against all
costs, charges and expenses, including an amount paid to settle an
action or satisfy a judgment, actually and reasonably incurred by
him or them including an amount paid to settle an action or satisfy
a judgment inactive criminal or administrative action or proceeding
to which he is or they are made a party by reason of his or her
being or having been a Director of the Corporation or a director of
such corporation, including an action brought by the Corporation or
corporation. Each Director of the Corporation on being elected or
appointed is deemed to have contracted with the Corporation on the
terms of the foregoing indemnity.


b) The Directors may cause the Corporation to indemnify an officer,
employee or agent of the Corporation or of a corporation of which
the Corporation is or was a shareholder (notwithstanding that he is
also a Director), and his or her heirs and personal representatives
against all costs, charges and expenses incurred by him or them and
resulting from his or her acting as an officer, employee or agent of
the Corporation or corporation. In addition the Corporation shall
indemnify the Secretary or an Assistance Secretary of the
Corporation (if he is not a full time employee of the Corporation
and notwithstanding that he is also a Director), and his or her
respective heirs and legal representatives against all costs,
charges and expenses incurred by him or them and arising out of the
functions assigned to the Secretary by the Corporation Act or these
Articles and each such Secretary and Assistant Secretary, on being
appointed is deemed to have contracted with the Corporation on the
terms of the foregoing indemnity.


c) The Directors may cause the Corporation to purchase and maintain
insurance for the benefit of a person who is or was serving as a
Director, officer, employee or agent of the Corporation or as a
director, officer, employee or agent of a corporation of which the
Corporation is or was a shareholder and his or her heirs or personal
representatives against a liability incurred by him as a Director,
officer, employee or agent.




CERTIFIED TO BE THE BYLAWS OF:




Vibe Ventures Inc.


per:


/s/ "Hong Mei Ma"

___________________________________


Executive Officer, President, Chief Executive Officer,
Principal Financial Officer and Director

Dated: October 29, 200