**Exhibit3.15**

 

**BYLAWS**

 

**OF**

 

**HCCMACHINING COMPANY, INC.**

**aDelaware corporation**

 

----

 

**TABLE OF CONTENTS**

 
| ARTICLE  I | OFFICES                          |                                                       |
|------------|----------------------------------|------------------------------------------------------------|
|       | 1.1                              | Registered  Office and Registered Agent                    |   |
|       |                             | 1.  1. 1 Current                                           |   |
|       |                             | 1.1.2  Change of the Registered Office or Registered Agent |   |
|       | 1.2                              | Principal Office                                           |   |
|       | 1.3                              | Other Offices                                              |   |
|       |                             |                                                       |
| ARTICLE  2 | MEETINGS OF STOCKHOLDERS         |                                                       |
|       |                             |                                                       |
|       | 2.1                              | Time and Place of Meetings                                 |   |
|       | 2.2                              | Annual Meetings                                            |   |
|       | 2.3                              | Special Meetings                                           |   |
|       |                             | 2.3.1 Power to Call  Special Meetings.                     |   |
|       |                             | 2.3.2 Obligation  to Call Special Meetings.                |   |
|       |                             | 2.3.3 Scope of Business.                                   |   |
|       |                             | 2.3.4  Restrictions on calling Special Meetings            |   |
|       | 2.4                              | Stockholder Lists                                          |   |
|       |                             | 2.4.1 Preparation.                                         |   |
|       |                             | 2.4.2 Examination.                                         |   |
|       | 2.5                              | Notice of Meetings                                         |   |
|       |                             |                                                       |
|       | 2.5.1                            | Manner of Notice.                                          |
|       | 2.5.2                            | Notices Deemed Given.                                      |
|       |                             | (a)  Stockholders to Whom Notice is Deemed Given.          |
|       |                             | (b) Time When Notice  is Deemed Given.                     |
|       | 2.5.3                            | Undeliverable Notices                                      |
|       |                             |                                                       |
|       | 2.5.4 Records of Notices  Given. |                                                       |
|       | 2.5.5 Waiver of Notice           |                                                       |
|       | 2.6                              | Quorum                                                     |   |
|       |                             |                                                       |
|       | 2.6.1                            | Requirement                                                |
|       | 2.6.2                            | Withdrawal of Quorum.                                      |
|       | 2.6.3                            | Evidence of Quorum.                                        |
|       | 2.6.4                            | Adjournment.                                               |
|       |                             | (a) Scope of  Business at Adjourned Meeting                |
|            |                                  |                                                            |  |  |  |

 

----

 
|       | (b) Fresh Notice of  Adjourned Meeting. |
|------------|-----------------------------------------|
|       | 2.7                                     | Voting |   |
|       |                                    |   |
|       |                                    |   |   |
|       |                                    | 2.7.1 Board  Discretion to Require Written Ballot. |   |
|       |                                    | 2.7.2 Mandatory Written  Ballot. |   |
|       |                                    | 2.7.3 Voting Power. |   |
|       | 2.8                                     | Proxies |   |
|       | 2.9                                     | Action Without Meeting |   |
| ARTICLE  3 | DIRECTORS                               |   |
|       | 3.1                                     | Powers |   |
|       | 3.2                                     | Number of Directors |   |
|       | 3.3                                     |   |   |
|       | 3.4                                     | Tenure. |   |
|       | 3.5                                     | Vacancies  and Newly Created Directorships |   |
|       | 3.6                                     | Meetings |   |
|       | 3.7                                     | Annual Meeting |   |
|       | 3.8                                     | Regular Meetings |   |
|       | 3.9                                     | Special Meetings |   |
|       |                                    | 3.9.1 Power to Call  Special Meetings |   |
|       |                                    | 3.9.2 Obligation  to Call Special Meetings. |   |
|       |                                    | 3.9.3 Notice of Special  Meetings |   |
|       | 3.10                                    | Quorum and Adjournment |   |
|       |                                    | 3.  10.1 Quorum. |   |
|       |                                    | 3.10.2 Adjournment. |   |
|       | 3.11                                    | Fees and Compensation |   |
|       | 3.12                                    | Meetings by  Telephonic Communication |   |
|       | 3.13                                    | Committees |   |
|       |                                    | 3.13.1 Powers and  Duties of the Committees. |   |
|       |                                    | 3.13.2  Limitations on Powers of the Committees |   |
|       | 3.14                                    | Action Without Meetings |   |
|       | 3.15                                    | Removal |   |
| ARTICLE  4 | OFFICERS                                |   |
|       | 4.1                                     | Appointment and Salaries |   |
|       | 4.2                                     | Removal and Resignation |   |
|            |                                         |  |  |  |

 

----

 
|        | 4.3                                             | President                                                           |   |   |
|-------------|-------------------------------------------------|---------------------------------------------------------------------|--------|--------|
|        | 4.4                                             | Vice President                                                      |   |   |
|        | 4.5                                             | Secretary and  Assistant Secretary                                  |   |   |
|        | 4.6                                             | Treasurer                                                           |   |   |
|        |                                            | 4.6.1 General Duties.                                               |   |   |
|        |                                            | 4.6.2 Bonding of the  Treasurer.                                    |   |   |
|        |                                            |                                                                |   |   |
|        | 4.7                                             | Assistant Officers                                                  |   |   |
|        |                                            |                                                                |   |   |
| ARTICLE  5  | SEAL                                            |                                                                |   |
|        |                                            |                                                                |   |
| ARTICLE  6  | STOCK CERTIFICATES                              |                                                                |   |
|        |                                            |                                                                |   |
|        | 6.1 Form of Stock  Certificates.                |                                                                |
|        | 6.2 Multiple Classes of  Stock.                 |                                                                |
|        |                                            |                                                                |
|        |                                            |                                                                |   |
| ARTICLE  7  | REPRESENTATION  OF SHARES OF OTHER CORPORATIONS |                                                                |
|        |                                            |                                                                |
| ARTICLE  8  | TRANSFERS OF STOCK                              |                                                                |
|        |                                            |                                                                |
| ARTICLE  9  | LOST, STOLEN OR  DESTROYED CERTIFICATES         |                                                                |
|        |                                            |                                                                |
| ARTICLE  10 | RECORD DATE                                     |                                                                |
|        | 10.1                                            | Board  Discretion in Fixing Record Date.                            |   |
|        |                                            | 10. 1. 1 Notice and Vote.                                           |   |
|        |                                            | 10.1.2 Written Consent.                                             |   |
|        |                                            | 10.  1.3 Record Date for Distributions, Rights, and Other Purposes. |   |
|        | 10.2                                            | Record Date in  Default of Board Action.                            |   |
|        |                                            | 10.2.1 Notice and Vote.                                             |   |
|        |                                            | 10.2.2 Written Consent.                                             |   |
|        |                                            | 10.2.3  Record Date for Distributions, Rights, and Other Purposes.  |   |
|        | 10.3                                            | Stock Transfers  After the Record Date                              |   |
|        |                                            |                                                                |   |
| ARTICLE  11 | REGISTERED STOCKHOLDERS                         |                                                                |
|        |                                            |                                                                |
| ARTICLE  12 | FISCAL YEAR                                     |                                                                |
|        |                                            |                                                                |
| ARTICLE  13 | AMENDMENTS                                      |                                                                |
|        |                                            |                                                                |
| ARTICLE  14 | DIVIDENDS                                       |                                                                |
|        | 14.1                                            | Declaration                                                         |   |
|        | 14.2                                            | Form of Dividends.                                                  |   |
|        | 14.3                                            | Set Aside Funds                                                     |   |
|        |                                            |                                                                |
| ARTICLE  15 | INDEMNIFICATION AND  INSURANCE                  |                                                                |
|        | 15.1 Right to  Indemnification.                 |                                                                |
|             |                                                 |                                                                     |        |        |  |  |  |

 

----

 
|   | 15.1.1 Persons  Entitled to Indemnification             |                                                 |
|--------|---------------------------------------------------------|------------------------------------------------------|
|   | 15.1.2 Scope of Indemnification                         |                                                 |
|   | 15.1.3 Expenses Indemnified.                            |                                                 |
|   | 15.1.4  Survival.                                       |                                                 |
|   | 15.1.5 Limitation of  Indemnification                   |                                                 |
|   | 15.2                                                    | Repayment of  Indemnified Expenses.                  |   |
|   | 15.3                                                    | Indemnification of  Other Persons.                   |   |
|   | 15.4                                                    | Right of Claimant to  Bring Suit                     |   |
|   |                                                    | 15.4.1 Valid  Defenses to the Claimant’s Action |   |
|   | 15.4.2  Invalid Defenses to the Claimant’s Action. |                                                 |
|   |                                                    |                                                 |
|   | 15.5 Non–Exclusivity  of Rights.                   |
|   | 15.6 Insurance.                                         |                                                 |
|   |                                                    |                                                 |
|   | 15.7 Expenses as a Witness.                             |                                                 |
|   |                                                    |                                                 |
|   | 15.8 Indemnity Agreements.                              |                                                 |
|        |                                                         |                                                      |  |  |

 

----

 

**BYLAWS**

**OF**

**HCC MACHINING COMPANY, INC.,**

**a Delaware corporation**

 

**ARTICLEI**

**OFFICES**

 

**1.1          Registered Office and RegisteredAgent.**

 

**1.1.1 Current.**The registered office of this Corporation will be in the Cityof Wilmington, County of New Castle, Delaware and the name of the registeredagent in charge thereof is the agent named in the Certificate of Incorporation.

 

**1.1.2 Change of the Registered Office orRegistered Agent.**The Board of Directors (the **“Board”)**maychange either the location of the registered office or the name of theregistered agent by resolution. Upon the Board’s adoption of such resolution,the Corporation will execute, acknowledge, and file with the Secretary of theState of Delaware a certificate certifying the change.

 

**1.2          Principal Office.**Theprincipal office for the transaction of the business of the Corporation will beat such place as may be established by the Board. The Board is granted full powerand authority to change said principal office from one location to another.

 

**1.3          Other Offices.**TheCorporation may also have an office or offices at such other places, eitherwithin or without the State of Delaware, as the Board may from time to timedesignate or the business of the Corporation may require.

 

**ARTICLE2**

**MEETINGSOF STOCKHOLDERS**

 

**2.1          Time and Place of Meetings.**TheCorporation will hold meetings of stockholders at such time and place, withinor without the State of Delaware, as shall be stated in a notice of a meeting(described in paragraph 2.5 below) or in a duly executed waiver of noticethereof.

 

**2.2          Annual Meetings.** The Corporation will hold annualmeetings of the stockholders of the Corporation for the purpose of electingdirectors and for the transaction of such other proper business as may comebefore such meetings at such time, date and place as the Board will determineby resolution.

 

**2.3          SpecialMeetings.**

 

**2.3.1       Power to Call SpecialMeetings.**Special meetings of the stockholders of theCorporation for any purpose or purposes may be called at any time by (a) theBoard, or (b) a committee of the Board that has been duly designated by theBoard and whose powers and authority, as provided in a resolution of the Boardor in these Bylaws, include the power to call such meetings.

 

----

 

**2.3.2      Obligation to CallSpecial Meetings.**The president or secretary willcall a special meeting of the stockholders at the written request of (a) amajority of the Board or (b) stockholders owning a majority of the entirecapital stock of the Corporation issued and outstanding and entitled to vote.

 

**2.3.3     Scopeof Business.**Business transacted at any special meeting of stockholders will be limited tothe purposes stated in the notice of the meeting (described in paragraph 2.5below).

 

**2.3.4       Restrictions oncalling Special Meetings.**Aside from those personsdescribed in paragraphs **2.3.1 and 2.3.2**above, no other person orpersons may call a special meeting, unless specifically authorized to do sopursuant to any provisions of the Certificate of Incorporation or any amendmentthereto, or any certificate filed under Section 15 1 (g) of the DelawareGeneral Corporation Law (or its successor statute as in effect from time totime hereafter).

 

**2.4          Stockholder Lists.**

 

**2.4.1 Preparation.**At least ten days before every meeting of stockholders, theofficer who has charge of the stock ledger of the Corporation will prepare acomplete list of stockholders entitled to vote at the meeting, arranged inalphabetical order, and showing the address of each stockholder and the numberof shares registered in the name of each stockholder (the “List”).

 

**2.4.2 Examination.**The Corporation will make the List available for examinationby any stockholder, for any purpose germane to the meeting, during ordinarybusiness hours, for a period of at least ten days prior to the meeting, eitherat a place within the city where the meeting is to be held, which place will bespecified in the notice of the meeting, or at the place of the meeting. TheCorporation will also make the List available at the meeting during the wholetime thereof, and it may be inspected by any stockholder who is present.

 

**2.5          Noticeof Meetings.**The Corporation will deliver to each stockholder of record entitled to vote atsuch meeting, notice of such meeting. Each notice must state: (a) the place;(b) the date; and (c) the hour of the meeting. In the case of a specialmeeting, the notice will, in addition to the above, state the purpose orpurposes for which such meeting has been called.

 

**2.5.1 Mannerof Notice.**All notices of meetings must be in writingand must be delivered to stockholders: (a) in person; (b) by registered,express, certified mail, postage prepaid, return receipt requested; (c) by agenerally recognized courier or messenger service that provides writtenacknowledgement of receipt by the addressee; or (d) by facsimile or othergenerally accepted means of electronic transmission with a verification ofdelivery. Notices to a stockholder must be addressed to the stockholder at theaddress of that stockholder appearing on the books of the Corporation or givenby the stockholder to the Corporation for the purpose of notice. Stockholdersmay furnish, from time to time, other addresses for delivery of notices.

 

2

----

 

**2.5.2      Notices Deemed Given.**

 

(a)           **Stockholders to Whom Notice is Deemed Given.******Ifa stockholder’s address either does not appear on the Corporation’s books or isnot given, notice to that stockholder will be deemed to have been given if-

 

(i)           sent to that stockholder by first–classmail or other written communications to the Corporation’s principal executiveoffice (the **“Office”);**or

 

(ii)           the notice is published at least oncein a newspaper of general circulation in the county where the Office islocated.

 

(b)          **Time WhenNotice is Deemed Given.** Notice will be deemed to have beengiven at the time when (i) delivered personally, or (ii) deposited in the mailor sent by facsimile or other means of written communication.

 

**2.5.3       Undeliverable Notices.**The Corporation will be relieved of sending an otherwiserequired notice to a stockholder if either (a) two consecutive notices ofannual meetings have been sent by the Corporation to such stockholder and thenreturned marked undeliverable by the United States Postal Service, or (b) alldividend payments in the prior year, including at least two such payments, havebeen sent by the Corporation to such stockholder and then returned markedundeliverable by the United States Postal Service. Any action or meeting takenor held without notice to such person will have the same force and effect as ifsuch notice were duly given. The Corporation’s duty to send notices will revivewhen such a stockholder notifies the Corporation of his or her current address.

 

**2.5.4       Records of Notices Given.**The secretary, assistant secretary, or any transfer agent ofthe Corporation giving notice will (a) execute an affidavit of the mailing orother means of giving any notice of any meeting, and (b) file and maintain suchaffidavit in the minute book of the Corporation.

 

**2.5.5       Waiver of Notice.**Wheneverany notice is required to be given under the provisions of the Delaware GeneralCorporation Law (“GCL”), or of the Certificate of Incorporation or of theseBylaws, a waiver thereof in writing, signed by the person or persons entitledto said notice, whether before or after the time stated therein, will be deemedequivalent thereto. Notice of any meeting of stockholders will be deemed waivedby any stockholder who attends such meeting either in person or by proxy.  Notwithstanding the previous sentence,notice is not deemed waived in the case of a stockholder who attends suchmeeting for the express purpose of objecting, at the beginning of the meeting,and so objects to the transaction of any business because the meeting is notlawfully called or convened.

 

**2.6          Quorum.**

 

**2.6.1       Requirement.** Except as otherwise provided byapplicable law, by the Certificateof Incorporation, or by these Bylaws, theholders of a majority of the stock issued and

 

3

----

 

outstanding and entitledto vote thereat, present in person or represented by proxy, will constitute aquorum for holding all meetings of stockholders.

 

**2.6.2      Withdrawal of Quorum.**Thestockholders present at a duly called or held meeting at which a quorum ispresent may continue to transact business until adjournment notwithstanding thewithdrawal of enough stockholders to leave less than a quorum, if at least amajority of the shares required to constitute a quorum approves any actiontaken (other than adjournment).

 

**2.6.3       Evidence of Quorum.**TheChairman of the meeting may determine that a quorum is present based upon anyreasonable evidence of the presence in person or by proxy of stockholdersholding a majority of the outstanding votes, including without limitation,evidence from any record of stockholders who have signed a register indicatingtheir presence at the meeting.

 

**2.6.4       Adjournment.**Ifit appears that a quorum is not present or represented at any meeting ofstockholders, the Chairman of the meeting may adjourn the meeting from time totime until a quorum is present or represented. Except as otherwise expresslyrequired by law, and subject to paragraph 2.6.4 (b) below, notice of anyadjourned meeting of the stockholders need not be given if the time and placethereof are announced at the meeting at which the adjournment is taken.

 

(a)           **Scope of Business at Adjourned Meeting.** At such adjournedmeeting at which a quorum is present or represented, any business may betransacted which might have been transacted at the meeting as originallynoticed.

 

(b)           **Fresh Notice of Adjourned Meeting.******Notwithstandingthe second sentence of paragraph 2.6.4, the Corporation must give fresh noticeof the adjourned meeting to each stockholder of record entitled to vote at themeeting: (a) if the adjournment is for more than thirty days or (b) if, afterthe adjournment, a new Record Date (defined in Article 11) is fixed for theadjourned meeting.

 

**2.7          Voting.** In all matters, when a quorum is present at any meeting, thevote of the holders of a majority of the capital stock having voting powerpresent in person or represented by proxy will decide any question broughtbefore such meeting. Nevertheless, if express provision of applicable law, ofthe Certificate of Incorporation, or of these Bylaws requires a vote upon suchquestion by other than simple majority of shares, then such express provisionwill govern and control the decision of said question. Such vote may be byvoice or by written ballot.

 

**2.7.1       Board Discretionto Require Written Ballot.**Notwithstanding the lastsentence of the last paragraph, the Board will have discretion to require awritten ballot for any vote.

 

**2.7.2       Mandatory Written Ballot.**All elections for directors must be by written ballot upondemand made by a stockholder at any election and before the voting begins.

 

**2.7.3       Voting Power.**Unlessotherwise provided in the Certificate of Incorporation, each stockholder willat every meeting of the stockholders be entitled to one vote in

 

4

----

 

person or by proxy foreach share of the capital stock having voting power held by such stockholder.

 

**2.8          Proxies.** Each stockholder entitled to vote at a meeting ofstockholders may authorize in writing another person or persons to act for suchholder by proxy, but no proxy shall be voted or acted upon after three yearsfrom its date, unless the proxy provides for a longer period.

 

**2.9          Action Without Meeting.**Any action of the stockholders may be taken without a meeting, if the holdersof outstanding stock having at least the minimum number of votes that would benecessary to authorize or take such action at a meeting which all sharesentitled to vote thereon were present and voted consent thereto in writing(give **“WrittenConsent”).**Further, the Written Consent must be filed with theminutes of the proceedings of stockholders. In any action taken without ameeting by less than unanimous Written Consent, the Corporation must giveprompt notice of the taking of the action to those stockholders who have notconsented in writing.

 

**ARTICLE3**

**DIRECTORS**

 

**3.1          Powers.**The Board will have thepower to manage or direct the management of the property, business and affairsof the Corporation, and, except as expressly limited by law, to exercise all ofits corporate powers. The Board may establish procedures and rules, or mayauthorize the Chairman of any meeting of stockholders to establish proceduresand rules, for the fair and orderly conduct of any meeting including, withoutlimitation:

 

3.1.1        registration of the stockholdersattending the meeting;

 

3.1.2        adoption of an agenda;

 

3.1.3        establishing the order of business at themeeting;

 

3.1.4        recessing and adjourning the meeting forthe purposes of tabulating any votes and receiving the results thereof,

 

3.1.5        the timing of the opening and closing ofthe polls; and

 

3.1.6        the physical layout of the facilities forthe meeting.

 

**3.2          Number of Directors.**TheBoard will consist of one or more members, the number thereof to be determinedfrom time to time by resolution of the Board. Until otherwise determined bysuch resolution, the Board will consist of two (2) members. Directors need notbe stockholders.

 

**3.3          Elections.** The Stockholders will elect theDirectors at the annual meeting of stockholders or by Written Consent in lieuof an annual meeting. If, however, such Written Consent is less than unanimous,the Stockholders may elect Directors by Written Consent only if all of thedirectorships to which Directors could be elected at an annual meeting held atthe effective time of such action are vacant and are filled by such action.

 

5

----

 

**3.4          Tenure.**Each Director will serveuntil such person’s successor is elected and qualified or until such person’sdeath, retirement, resignation or removal.

 

**3.5          Vacancies and Newly CreatedDirectorships.**Any newly created directorship resulting from an increase in the number ofdirectors may be filled by a majority of the Board of Directors then in office,provided that a quorum (as defined in paragraph **3.10.1)**is present. Any othervacancy on the Board of Directors may be filled by a majority of the directorsthen in office, even if less than a quorum, or by a sole remaining director.

 

**3.6          Meetings.** The Board may hold meetings, bothregular and special, either within or without the State of Delaware.

 

**3.7          Annual Meeting.** The Board will meet as soon aspracticable after each annual election of directors.

 

**3.8          Regular Meetings.** Regular meetings of the Boardwill be held without call or notice at such time and place as will from time totime be determined by resolution of the Board.

 

**3.9          Special Meetings.**

 

**3.9.1       Power to Call SpecialMeetings.**The Chairman of the Board (or, if the Boarddoes not appoint a Chairman of the Board, the President) may call a specialmeeting of the Board at any time, and for any purpose permitted by law.

 

**3.9.2       Obligation to Call Special Meetings.**The Secretary will call a special meeting on the writtenrequest of any two members of the Board, unless the Board consists of only onedirector, in which case the special meeting will be called on the writtenrequest of the sole director. Such meetings will be held at the time and placedesignated by the person or persons calling the meeting.

 

**3.9.3       Notice of SpecialMeetings.**Notice of the time, place and purpose of any special meeting will be given tothe directors by the Secretary, or in case of the Secretary’s absence, refusalor inability to act, by any other officer. Any such notice may be given bymail, by facsimile, by telephone, by personal service, by courier or messengeror by any combination thereof as to different directors. If the notice is bymail, then it shall be deposited in a United States Post Office at leastseventy–two hours before the time of the meeting; if by facsimile, bydeposit of the message into the facsimile machine at least forty–eighthours before the time of the meeting; if by courier or messenger, by depositwith such courier or messenger forty–eight hours before the time of themeeting; if by telephone or by personal service, communicated or delivered atleast forty–eight hours before the time of the meeting.

 

**3.10        Quorum and Adjournment.**

 

**3.10.1     Quorum.** At all meetings of the Board, amajority of the whole Board will be necessary and sufficient to constitute aquorum for the transaction of business. The act of a majority of the directorspresent at any meeting at which there is a quorum shall be the

 

6

----

 

act of the Board, exceptas may be otherwise specifically provided by applicable law or by theCertificate of Incorporation or by these Bylaws.

 

**3.10.2    Adjournment.** Any meeting of the Board may beadjourned to meet again at a stated day and hour. Even though a quorum (asdefined in paragraph **3.10.1**above) is not present, a majority ofthe directors present at any meeting of the Board, either regular or special,may adjourn from time to time until a quorum be had. Notice of any adjournedmeeting need not be given.

 

**3.11        Fees and, Compensation.** Each director and each member of acommittee of the Board will receive such fees and reimbursement of expenses incurredon behalf of the Corporation or in attending meetings as the Board may fromtime to time determine. No such payment will preclude any director from servingthe Corporation in any other capacity and receiving compensation therefor.

 

**3.12        Meetings by TelephonicCommunication.**Members of the Board or any committeethereof may participate in a regular or special meeting of such Board orcommittee by means of conference telephone or similar communications equipmentby means of which all persons participating in the meeting can hear each other.Participation in a meeting pursuant to this paragraph shall constitute presencein person at such meeting.

 

**3.13        Committees.** The Board may, by resolution passed bya majority of the whole Board, designate committees, each committee to consistof one or more of the directors of the Corporation. The Board may designate oneor more directors as alternate members of any committee, who may replace anyabsent or disqualified member at any meeting of the committee. Upon the absenceor disqualification of a member of a committee, if the Board has not designatedone or more alternates (or if such alternate(s) are then absent ordisqualified), the member or members thereof present at any meeting and notdisqualified from voting, whether or not such member or members constitute aquorum, may unanimously appoint another member of the Board to act at themeeting in the place of any such absent or disqualified member or alternate.

 

**3.13.1     Powers and Duties ofthe Committees.**Any such committee of directors, tothe extent provided in the resolution of the Board, will have and may exerciseall the powers and authority of the Board in the management of the business andaffairs of the Corporation, and may authorize the seal of the Corporation to beaffixed to all papers that may require it. Unless the resolution appointingsuch committee or the Certificate of Incorporation expressly so provides, nosuch committee will have the power or authority to declare a dividend or toauthorize the issuance of stock or to adopt a certificate of ownership andmerger pursuant to Section 253 of the GCL. Each committee will have such nameas may be determined from time to time by resolution adopted by the Board.  Each committee will keep minutes of itsmeetings and report to the Board when required.

 

**3.13.2     Limitations onPowers of the Committees.** Notwithstanding paragraph **3.13.1,**nocommittee of directors will have the power or authority in reference to:

 

7

----

 

(a)           amending the Certificate ofIncorporation (except that a committee may, to the extent authorized in aresolution or resolutions providing for the issuance of shares of stock adoptedby the Board as provided in Section 15 1 (a) of the GCL, fix the designationsand any of the preferences or rights of such shares relating to dividends,redemption, dissolution, any distribution of assets of the Corporation or theconversion into, or the exchange of such shares for, shares of any other classor classes or any other series of the same or any other class or classes ofstock of the Corporation or fix the number of shares of any series of stock orauthorize the increase or decrease of the shares of any series);

 

(b)          adopting an agreement of merger orconsolidation under Section 251 or 252 of the GCL;

 

(c)           recommending to the stockholders thesale, lease or exchange of all or substantially all of the Corporation’sproperty and assets;

 

(d)           recommending to the stockholders adissolution of the Corporation or a revocation of a dissolution; or

 

(e)                                  amendingthe Bylaws of the Corporation.

 

(f)

 

**3.14        Action Without Meetings.** Unless otherwise restrictedby applicable law or by the Certificate of Incorporation or by these Bylaws,any action required or permitted to be taken at any meeting of the Board or ofany committee thereof may be taken without a meeting if all members of theBoard or of such committee, as the case may be, consent thereto in writing.Further, the writing or writings must be filed with the minutes of theproceedings of the Board or committee.

 

**3.15        Removal.**Unless otherwiserestricted by the Certificate of Incorporation or by law, any director or theentire Board may be removed, with or without cause, by the holders of amajority of shares entitled to vote at an election of directors.

 

**ARTICLE4**

**OFFICERS**

 

**4.1          Appointment and Salaries.** The Board will appoint theofficers of the Corporation, which will consist of President, Secretary, andTreasurer. The Board may also appoint one or more Vice Presidents and suchother officers (including Assistant Secretaries and Financial Officers) as theBoard may deem necessary or desirable. The officers will hold their offices forsuch terms and will exercise such powers and perform such duties as will bedetermined from time to time by the Board. The Board will fix the salaries ofall officers appointed by it. Unless prohibited by applicable law, theCertificate of Incorporation, or these Bylaws, the Board may elect or appointone person to serve in more than one official capacity. The Board will fill anyvacancy occurring in any office of the Corporation.

 

**4.2          Removal and Resignation.** The Board may remove eitherwith or without cause, any Officer it appointed. In the case of an assistantofficer not appointed by the Board but by the President pursuant to paragraph4.10, the President may remove, either with or without cause,

 

8

----

 

any assistant officer he or she appoints. Any officer may resign at anytime by giving notice to the Board, the President or Secretary. Any suchresignation will take effect at the date of receipt of such notice or at anylater time specified therein. Unless otherwise specified in such notice ofresignation, the acceptance of the resignation will not be necessary to make iteffective.

 

**4.3          President.**Subject to suchpowers, if any, as may be given by the Board to the Chairman of the Board, ifthere is such an officer, the President will be the chief operating officer ofthe Corporation with the powers of general manager. If there is no Chain–nanof the Board, or in his or her absence, the President will preside at allmeetings of the stockholders and of the Board, unless the Board appointsanother person, who need not be a stockholder, officer or director of theCorporation, to preside at a meeting of stockholders or of the Board.

 

**4.4          Vice President.** In the absence of the President, orif the President is unable or refuses to act, the Vice President, if any, (orif there be more than one Vice President, the Vice Presidents in the order oftheir rank or, if of equal rank, then in the order designated by the Board orthe President or, in the absence of any designation, then in the order of theirappointment) shall perform the duties of the President and when so acting,shall have all the powers of and be subject to all the restrictions incumbentupon the President. The Vice President will perform such other duties and havesuch other powers as the Board may from time to time prescribe.

 

**4.5          Secretary and Assistant Secretary.** The Secretary willattend all meetings of the Board (unless the Board determines otherwise) andall meetings of the stockholders and record all the proceedings of the meetingsof the Corporation and of the Board in a book to be kept for that purpose andwill perform like duties for the committees when required. The Secretary willgive, or cause to be given, notice of all meetings of stockholders and specialmeetings of the Board.  The Secretarywill have custody of the corporate seal of the Corporation and will (as well asany Assistant Secretary) have authority to affix the same to any instrumentrequiring it and to attest it. The Secretary will perform such other duties andhave such other powers as the Board or the President may from time to timeprescribe.

 

**4.6          Treasurer.**

 

**4.6.1       General Duties.**TheTreasurer will have custody of the corporate funds and securities and will keepfull and accurate accounts of receipts and disbursements in books belonging tothe Corporation and will deposit all monies and other valuable effects in thename and to the credit of the Corporation in such depositories as may bedesignated by the Board. The Treasurer may disburse the funds of theCorporation as may be ordered by the Board or the President, taking propervouchers for such disbursements, and will render to the Board at its regularmeetings, or when the Board so requires, an account of transactions and of thefinancial condition of the Corporation. The Treasurer will perform such otherduties and have such other powers as the Board or the President may from timeto time prescribe.

 

**4.6.2       Bonding of the Treasurer.**If required by the Board, the Treasurer and AssistantTreasurer, if any, will give the Corporation a bond (which shall be renewed atsuch times as specified by the Board) in such sum and with such surety orsureties as shall be satisfactory to the Board for the faithful performance ofthe duties of such person’s office

 

9

----

 

and for the restorationto the Corporation, in case of such person’s death, resignation, retirement orremoval from office, of all books, papers, vouchers, money and other propertyof whatever kind in such person’s possession or under such person’s controlbelonging to the Corporation.

 

**4.7          Assistant Officers.** An assistant officer will, inthe absence of the officer to whom such person is an assistant, or if suchofficer is unable or refuses to act (or, if there be more than one suchassistant officer, the assistant officers in the order designated by the Boardor the President or, in the absence of any designation, then in the order oftheir appointment), perform the duties and exercise the powers of such officer.An assistant officer will perform such other duties and have such other powersas the Board or the President may from time to time prescribe.

 

**ARTICLE5**

**SEAL**

 

It will not be necessary to the validity of anyinstrument executed by any authorized officer or officers of the Corporationthat the execution of such instrument be evidenced by the corporate seal. Alldocuments, instruments, contracts and writings of all kinds signed on behalf ofthe Corporation by any authorized officer or officers will be as effectual andbinding on the Corporation without the corporate seal, as if the execution ofthe same had been evidenced by affixing the corporate seal thereto. The Boardmay give general authority to any officer to affix the seal of the Corporationand to attest the affixing by signature.

 

**ARTICLE6**

**STOCKCERTIFICATES**

 

**6.1          Form of Stock Certificates.** Every holder of stock inthe Corporation shall be entitled to have a certificate signed by, or in thename of, the Corporation (i) by the Chairman or Vice Chairman of the Board ofDirectors, if any, or by the President or a Vice President, and also (ii) bythe Treasurer or Assistant Treasurer, or by the Secretary or an AssistantSecretary certifying the number of shares owned in the Corporation. Any or allof the signatures on the certificate may be a facsimile signature. If anyofficer, transfer agent or registrar who has signed or whose facsimilesignature has been placed upon a certificate shall have ceased to be suchofficer, transfer agent or registrar before such certificate is issued, it maybe issued by the Corporation with the same effect as if such person were suchofficer, transfer agent or registrar at the date of theissuance.

 

**6.2          Multiple Classes of Stock.** If the Corporation is nowor hereafter authorized to issue more than one class of stock or more than oneseries of any class, then the powers, designations, preferences and relative,participating, optional or other special rights of each class of stock orseries thereof and the qualification, limitations or restrictions of suchpreferences and/or rights will be set forth in full or summarized on the faceor back of the certificate that the Corporation shall issue to represent suchclass or series of stock. In lieu of the foregoing requirements and except asotherwise provided in Section 202 of the GCL, there may be set forth on theface or back of the certificate a statement that the Corporation will furnishwithout charge to each stockholder who so requests the powers, designations,preferences and relative, participating,

 

10

----

 

optional or other special rights of each class of stock or seriesthereof and the qualifications, limitations or restrictions of such preferencesand/or rights.

 

**ARTICLE 7**

**REPRESENTATION OF SHARES OF OTHER CORPORATIONS**

 

Any and all shares of any other corporation orcorporations standing in the name of the Corporation will be voted, and allrights incident thereto will be represented and exercised on behalf of theCorporation, as follows: (i) as the Board of the Corporation may determine fromtime to time, or (ii) in the absence of such determination, by the Chairman ofthe Board, or (iii) if the Chairman of the Board shall not vote or otherwiseact with respect to the shares, by the Vice Chairman. The foregoing authoritymay be exercised either by any such officer in person or by any other personauthorized so to do by proxy or power of attorney duly executed by saidofficer.

 

**ARTICLE8**

**TRANSFERSOF STOCK**

 

Upon surrender of a certificate for shares dulyendorsed or accompanied by proper evidence of succession, assignment orauthority to transfer, it shall be the duty of the Corporation to issue a newcertificate to the person entitled thereto, cancel the old certificate andrecord the transaction upon its books.

 

**ARTICLE 9**

**LOST, STOLEN OR DESTROYED CERTIFICATES**

 

The Board may direct that a new certificate orcertificates be issued in place of any certificate theretofore issued allegedto have been lost, stolen or destroyed, upon the making of an affidavit of thefact by the person claiming the certificate to be lost, stolen ordestroyed.  When authorizing such issueof a new certificate, the Board may, in its discretion and as a conditionprecedent to the issuance, require the owner of such certificate orcertificates, or such person’s legal representative, to give the Corporation abond in such sum as it may direct as indemnity against any claim that may bemade against the Corporation with respect to the lost, stolen or destroyedcertificate.

 

**ARTICLE10**

**RECORDDATE**

 

**10.1        Board Discretion in Fixine RecordDate.**The Board may, by resolution, fix in advance adate (“Record Date”) which will be used for determining the stockholdersentitled to:  (a) notice of or to voteat any meeting and any adjournment thereof–, (b) give Written Consent tocorporate action without a meeting; (c) receive payment of any dividend orother distribution or allotment of any rights; and (d) exercise rights inrespect of any change, conversion or exchange of stock. Further, the Board mayfix a Record Date for any other lawful action. The Record Date for each of thepurposes outlined above will be fixed as follows:

 

**10.1.1    Notice and Vote.**Indetermining the stockholders entitled to notice of or to vote at any meetingand any adjournment thereof, the Record Date will be not more than sixty daysnor less than ten days preceding the date of any meeting of stockholders;

 

11

----

 

**10.1.2    Written Consent.** In determining the stockholdersentitled to give Written Consent to corporate action without meeting, theRecord Date will be not more than ten days after the date upon which theresolution fixing the Record Date is adopted by the Board; and

 

**10.1.3    Record Date for Distributions, Ri,2hts, andOther Purposes.**In determining the stockholders entitled to receive payment of any dividend orother distribution or allotment of any rights, or those entitled to exerciserights in respect of any change, conversion or exchange of stock, or for thepurpose of any other lawful action, the Record Date will be no more than sixtydays prior to such action. 

 

**10.2        Record Date in Default of BoardAction.**If no Record Date is fixed by Board resolution, Record Date will be fixed asfollows:

 

**10.2.1    Notice and Vote.** The Record Date for determiningstockholders entitled to notice of or to vote at a meeting of stockholders willbe at the close of business on the day before the day on which notice is given,or, if notice is waived, at the close of business on the day before the day onwhich the meeting is held;

 

**10.2.2    Written Consent.** The Record Date for determiningthe stockholders entitled to give Written Consent to corporate action withoutmeeting, when no prior action by the Board is required by the GCL, will be thefirst date on which a signed Written Consent is delivered to the corporation,and when prior action by the Board is required by the GCL, will be at the closeof business on the day on which the Board adopts the resolution taking suchprior action; and

 

**10.2.3    Record Date for Distributions, Rights, andOther Purposes.**The Record Date for detennining the stockholders entitled to receive payment ofany dividend or other distribution or allotment of any rights, determining thestockholders entitled to exercise rights in respect of any change, conversionor exchange of stock, or for any other lawful action, will be at the close ofbusiness on the day on which the Board adopts the resolution relating thereto.

 

**10.3        Stock Transfers After the RecordDate.**Only such stockholders as shall be stockholders of record as of the RecordDate, whether fixed by Board resolution or fixed in default of Board action,shall be entitled to the rights outlined in paragraphs **10.1 and 10.2**(and theirrespective subsections) above, as the case may be, notwithstanding any transferof any stock on the books of the Corporation after any such Record Date isfixed as aforesaid.

 

**ARTICLE11**

**REGISTEREDSTOCKHOLDERS**

 

Except as expressly provided by applicable law, theCorporation will be entitled to treat the holder of record of any share orshares of stock of the Corporation as the holder in fact thereof and will notbe bound to recognize any equitable or other claim to or interest in such shareon the part of any other person, whether or not the Corporation has express or othernotice thereof.

 

12

----

 

**ARTICLE12**

**FISCALYEAR**

 

The fiscal year of the Corporation will be fixed byresolution of the Board.

 

**ARTICLE13**

**AMENDMENTS**

 

Subject to any contrary or limiting provisionscontained in the Certificate of Incorporation, these Bylaws may be amended orrepealed, or new Bylaws may be adopted (i) by the affirmative vote of theholders of at least a majority of the Common Stock of the Corporation, or (ii)by the affirmative vote of the majority of the Board at any regular or specialmeeting. Any Bylaws adopted or amended by the stockholders may be amended orrepealed by the Board or the stockholders unless otherwise specified herein.

 

**ARTICLE14**

**DIVIDENDS**

 

**14.1        Declaration.** Subject to any applicable provisionsof the Certificate of Incorporation and pursuant to applicable law, the Boardmay declare dividends on the capital stock of the Corporation at any regular orspecial meeting.

 

**14.2        Form of Dividends.** Dividends may be paid in cash, inproperty, or in shares of capital stock.

 

**14.3        Set Aside Funds.** Before payment of any dividend,there may be set aside out of any funds of the Corporation available fordividends such sums as the directors from time to time, in their absolutediscretion, think proper as a reserve or reserves to meet contingencies, or forequalizing dividends, or for repairing or maintaining any property of theCorporation, or for such other purpose as the directors shall determine to bein the best interest of the Corporation. The directors may modify or abolishany such reserve in the manner in which it was created.

 

**ARTICLE15**

**INDEMNIFICATIONAND INSURANCE**

 

**15.1        Right to Indemnification.**

 

**15.1.1     Persons Entitledto Indemnification.**Subject to applicable Delaware law as existing or hereafter amended, theCorporation will indemnify and hold harmless each person who was or is a partyor is threatened to be made a party to or is involved in any action, suit orproceeding, whether civil, criminal, administrative or investigative (a **“Proceeding”),**by reason of the fact that he or she, or a person of whom he or sheis the legal representative, is or was a director or officer of the Corporation**(“Indemnitee”). **Further, this indemnificationright will extend to each person who is or was serving at the request of theCorporation as a director, officer, employee or agent of another corporation orof a partnership, Joint venture, trust or other enterprise, including servicewith respect to employee benefit plans.

 

13

----

 

**15.1.2    Scope of Indemnification.** The indemnification rightwill extend to persons entitled to such right whether the basis of suchproceeding is alleged action or inaction in an official capacity or in anyother capacity while serving as a director, officer, employee or agent.

 

**15.1.3    Expenses Indemnified.** The Corporation willindemnify persons entitled to indemnity against all costs, charges, expenses,liabilities and losses (including attorneys’ fees, judgments, fines, ERISAexcise taxes or penalties and amounts paid or to be paid in settlement)reasonably incurred or suffered by such Indemnitee in connection therewith.

 

**15.1.4    Survival.**Theindemnification right outlined in this paragraph 15.1 will continue as to a personwho has ceased to be a director, officer, employee or agent for liabilityarising during and in such person’s capacity as director, officer, employee, oragent.  Further, the indemnificationright will inure to the benefit of such Indemnitee’s heirs, executors andadministrators.

 

**15.1.5    Limitation ofIndemnification.**The Corporation will indemnify any Indemnitee seeking indemnification inconnection with a proceeding (or part thereof) initiated by such Indemniteeonly if such proceeding (or part thereof) was authorized by the Board.

 

**15.2        Repayment of Indemnified Expenses.** The right toindemnification conferred in this Article shall be a contract right and shallinclude the right to be paid by the Corporation the expenses incurred indefending any such proceeding in advance of its final disposition **(“AdvancePayment”).**Nevertheless, if the GCL so requires, such AdvancePayment of expenses incurred by a an Indemnitee in his or her capacity as adirector or officer (and not in any other capacity in which service was or isrendered by such person while a director or officer including, withoutlimitation, service to an employee benefit plan) will be made only upondelivery to the Corporation of an undertaking, by or on behalf of suchIndemnitee, to repay all amounts so advanced if it shall ultimately bedetermined that such Indemnitee is not entitled to be indemnified under thisparagraph, under Delaware law, or otherwise.

 

**15.3        Indemnification of Other Persons.**The Corporation may, by action of the Board, provideindemnification to employees and agents of the Corporation with the same scopeand effect as the indemnification of directors or officers as outlined inparagraphs **15.1 and 15.2**above.

 

**15.4        Right of Claimant to Bring Suit.** If a claim brought underparagraphs **15.1, 15.2, or 15.3**of this Article is not paid in full by theCorporation within thirty days after a written claim has been received by theCorporation, the claimant may at any time thereafter bring suit against theCorporation to recover the unpaid amount of the claim. If the claimant’s suitis successful in whole or in part, the claimant will also be entitled torecover the expense of prosecuting such claim.

 

**15.4.1     Valid Defenses tothe Claimant’s Action.**It shall be a defense to any such action (other than an action brought toenforce a claim for Advance Payment where the required undertaking, if any isrequired, has been tendered to the Corporation) that the

 

14

----

 

claimant has failed to meeta standard of conduct which makes it pen–nissible under Delaware law forthe Corporation to indemnify the claimant for the amount claimed.

 

**15.4.2    Invalid Defenses tothe Claimant’s Action.**Neither of the following acts or omissions will be a defense to the claimant’saction or create a presumption that the claimant has failed to meet thestandard of conduct described in paragraph **15.4.1**above:

 

(a)           the failure of the Corporation(including its Board, independent legal counsel, or its stockholders) to havemade a determination prior to the commencement of such action thatindemnification of the claimant is permissible in the circumstances because theclaimant has met such standard of conduct; or

 

(b)           an actual determination by theCorporation (including its Board, independent legal counsel, or itsstockholders) that the claimant has not met such standard of conduct.

 

**15.5        Non-Exclusivity of Rights.** The right toindemnification and to Advance Payments conferred in this Article shall not beexclusive of any other right which any person may have or hereafter acquireunder any: (i) statute; (ii) provision of the Certificate of Incorporation;(iii) bylaw; (iv) agreement; (v) vote of stockholders; (vi) vote ofdisinterested directors; or (vii) otherwise.

 

**15.6        Insurance.**Regardless of whetherthe Corporation would have the power under Delaware law to indemnify itself orany director, officer, employee or agent of the Corporation or anothercorporation, partnership, joint venture, trust or other enterprise, the Corporationmay maintain insurance, at its expense, to protect such persons or entitiesagainst any such expense, liability or loss.

 

**15.7        Expenses as a Witness.** The Corporation will indemnifyany director, officer, employee or agent of the Corporation who, by reason ofsuch position, or a position with another entity at the request of theCorporation, is a witness in any Proceeding. Such indemnity will cover allcosts and expenses actually and reasonably incurred by the witness or on his orher behalf in connection with the Proceeding.

 

**15.8        Indemnity Agreements.**TheCorporation may enter into agreements with any director, officer, employee oragent of the Corporation providing for indemnification to the full extentpermitted by Delaware law.

 

15

----

 

**CERTIFICATEOF SECRETARY**

**OF**

**HCCMACHINING COMPANY, INC.,**

**aDelaware corporation**

 

I hereby certify that I am the duly elected and acting Secretary of HCCMachining Company, Inc., a Delaware corporation, and that the foregoing Bylaws,comprising 15 pages, constitute the Bylaws of said corporation as duly adoptedby the Board of Directors on April 4, 1999.

 
|   |                |
|--------|---------------------|
|   | Christopher Bateman |
|   | Secretary           |

 

16

----