**Exhibit3.16.2**

** **

**BYLAWS**

**OFDECRANE CABIN INTERIORS CANADA, INC.**

# ** **

# **ARTICLE 1OFFICES**

 

SECTION1.01. *Registered Office.*Theregistered office shall be in the City of Wilmington, County of New Castle,State of Delaware.

 

SECTION1.02. *Other Offices.*The Corporationmay also have offices at such other places both within and without the State ofDelaware as the Board of Directors may from time to time determine or thebusiness of the Corporation may require.

 

SECTION1.03.*Books.*The books of theCorporation may be kept within or without of the State of Delaware as the Boardof Directors may from time to time determine or the business of the Corporationmay require.

## ** **

## **ARTICLE 2MEETINGS OF STOCKHOLDERS**

 

SECTION2.01. *Time and Place of Meetings.*Allmeetings of stockholders shall be held at such place, either within or withoutthe State of Delaware, on such date and at such time as may be determined fromtime to time by the Board of Directors (or the Chairman in the absence of adesignation by the Board of Directors).

 

SECTION2.02. *Annual**Meetings.*Annual meetings of stockholdersshall be held to elect the Board of Directors and transact such other businessas may properly be brought before the meeting.

 

SECTION2.03. *Special Meetings.*Specialmeetings of stockholders may be called by the Board of Directors or thechairman of the Board and shall be called by the Secretary at the request inwriting of holders of record of a majority of the outstanding capital stock ofthe Corporation entitled to vote. Such request shall state the purpose orpurposes of the proposed meeting.

 

SECTION2.04.*Notice of Meetings and Adjourned Meetings;Waivers of Notice.*(a) Whenever stockholders are required orpermitted to take any action at a meeting, a written notice of the meetingshall be given which shall state the place, date and hour of the meeting, and,in the case of a special meeting, the purpose or purposes for which the meetingis called. Unless otherwise provided by the General Corporation Law of theState of Delaware as the same exists or may hereafter be amended (“DelawareLaw”), such notice shall be given not less than 10 nor more than 60 days beforethe date of the meeting to each stockholder of record entitled to vote at suchmeeting. Unless these bylaws otherwise require, when a meeting is adjourned toanother time or place (whether or not a quorum is present), notice need not begiven of the adjourned meeting if the time and place thereof are announced atthe meeting at which the adjournment is taken. At the adjourned meeting, theCorporation may transact any business, which might have

 

----

 

beentransacted at the original meeting. If the adjournment is for more than 30days, or after the adjournment a new record date is fixed for the adjournedmeeting, a notice of the adjourned meeting shall be given to each stockholderof record entitled to vote at the meeting.

 

(b)Notice of a meeting shall not be required to be given to any person if suchperson signs a written waiver of such notice, either before or after the dateof such meeting. Attendance of a person at a meeting shall constitute a waiverof notice of such meeting, except when the person attends the meeting for theexpress purpose of objecting, at the beginning of the meeting, to**the transaction of any business becausethe meeting is not lawfully called or convened. Business transacted at anyspecial meeting of stockholders shall be limited to the purposes stated in thenotice.

 

SECTION2.05. *Quorum.*Unless otherwiseprovided under the certificate of incorporation or these bylaws and subject toDelaware Law, the presence, in person or by proxy, of the holders of a majorityof the outstanding capital stock of the Corporation entitled to vote at ameeting of stockholders shall constitute a quorum for the transaction of business.

 

SECTION2.06. *Voting.*(a) Unlessotherwise provided in the certificate of incorporation and subject to DelawareLaw, each stockholder shall be entitled to one vote for each outstanding shareof capital stock of the Corporation held by such stockholder. Unless otherwiseprovided in Delaware Law, the certificate of incorporation or these bylaws, theaffirmative vote of a majority of the shares of capital stock of theCorporation present, in person or by proxy, at a meeting of stockholders andentitled to vote on the subject matter shall be the act of the stockholders.

 

(b)Each stockholder entitled to vote at a meeting of stockholders or to expressconsent or dissent to a corporate action in writing without a meeting mayauthorize another person or persons to act for him by proxy, but no such proxyshall be voted or acted upon after three years from its date, unless the proxyprovides for a longer period.

 

SECTION2.07.*Action by Consent.*(a) Unlessotherwise provided in the certificate of incorporation, any action required tobe taken at any annual or special meeting of stockholders, or any action whichmay be taken at any annual or special meeting of stockholders, may be takenwithout a meeting, without prior notice and without a vote, if a consent or consentsin writing, setting forth the action so taken, shall be signed by the holdersof outstanding capital stock having not less than the minimum number of votesthat would be necessary to authorize or take such action at a meeting at whichall shares entitled to vote thereon were present and voted and shall bedelivered to the Corporation by delivery to its registered office in Delaware,its principal place of business, or an officer or agent of the Corporationhaving custody of the book in which proceedings of meetings of stockholders arerecorded. Delivery made to the Corporation’s registered office shall be by handor by certified or registered mail return receipt requested. Prompt notice ofthe taking of the corporate action without a meeting by less than unanimouswritten consent shall be given to those stockholders who have not consented inwriting.

 

(b)Every written consent shall bear the date of signature of each stockholder whosigns the consent, and no written consent shall be effective to take thecorporate action referred to therein unless, within 60 days of the earliestdated consent delivered in the manner required by this Section and Delaware Lawto the Corporation, written consents signed by a sufficient number of holdersto take action are delivered to the Corporation by delivery to its registered

 

2

----

 

officein Delaware, its principal place of business, or an officer or agent of theCorporation having custody of the book in which proceedings of meetings ofstockholders are recorded. Delivery made to the Corporation’s registered officeshall be by hand or by certified or registered mail, return receipt requested.

 

SECTION2.08. *Organization.*At eachmeeting of stockholders, the Chairman of the Board, if one shall have shall nothave been elected, (or in his absence or if one shall not have been elected,the President) shall act as chairman of the meeting.  The Secretary (or in his absence or inability to act, the personwhom the chairman of the meeting shall appoint secretary of the meeting) shallact as secretary of the meeting and keep the minutes thereof.

 

SECTION 2.09. *Order of Business.*The order of businessat all meetings of stockholders shall be as determined by the chairman of themeeting.

 

**ARTICLE 3****DIRECTORS**

 

SECTION3.01. *General Powers.*Except asotherwise provided in Delaware Law or the certificate of incorporation, thebusiness and affairs of the Corporation shall be managed by or under thedirection of the Board of Directors.

 

SECTION3.02. *Number, Election and Term of Office.*Thenumber of directors which shall constitute the whole Board shall be fixed fromtime to time by resolution of the Board of Directors but shall not be less thantwo or more than nine. The directors shall be elected at the annual meeting ofthe stockholders, except as provided in Section 3.12 herein, and each directorso elected shall hold office until his successor is elected and qualified oruntil his earlier death, resignation or removal. Directors need not bestockholders.

 

SECTION3.03. *Quorum and Manner of Acting.*Unlessthe certificate of incorporation or these bylaws require a greater number, amajority of the total number of directors shall constitute a quorum for thetransaction of business, and the affirmative vote of a majority of thedirectors present at meeting at which a quorum is present shall be the act ofthe Board of Directors. When a meeting is adjourned to another time or place(whether or not a quorum is present), notice need not be given of the adjournedmeeting if the time and place thereof are announced at the meeting at which theadjournment is taken. At the adjourned meeting, the Board of Directors maytransact any business, which might have been transacted at the original meeting.If a quorum shall not be present at any meeting of the Board of Directors thedirectors present thereat may adjourn the meeting, from time to time, withoutnotice other than announcement at the meeting, until a quorum shall be present.

 

SECTION3.04. *Time and Place of Meetings.*TheBoard of Directors shall hold its meetings at such place, either within orwithout the State of Delaware, and at such time as may be determined from timeto time by the Board of Directors (or the Chairman in the absence of a determinationby the Board of Directors).

 

SECTION3.05. *Annual Meeting.*The Boardof Directors shall meet for the purpose of organization, the election ofofficers and the transaction of other business, as soon as practicable aftereach annual meeting of stockholders, on the same day and at the same placewhere such

 

3

----

 

annualmeeting shall be held. Notice of such meeting need not be given. In the eventsuch annual meeting is not so held, the annual meeting of the Board ofDirectors may be held at such place either within or without the state ofDelaware, on such date and at such time as shall be specified in a noticethereof given as hereinafter provided in Section 3.07 hereof or in a waiver ofnotice thereof signed by any director who chooses to waive the requirement ofnotice.

 

SECTION 3.06. *Regular Meetings.*After the place and timeof regular meetings of**theBoard of**Directors shall havebeen determined and notice thereof shall have been once given to each member ofthe Board of**Directors, regularmeetings may be held without further notice being given.

 

SECTION3.07. *Special Meetings.*Specialmeetings of the Board of Directors may be called by the Chairman of the Boardor the President and shall be called by the Chairman of the Board, President orSecretary on the written request of a director. Notice of special meetings ofthe Board of Directors shall be given to each director in such manner as isdetermined by the Board of Directors at least three days before the date of themeeting unless, in the view of the Chairman of the Board, the President or theSecretary, there is an urgency requiring the meeting to be held on shorternotice, in which event notice shall be given as far in advance of the time ofthe meeting as is practicable under the circumstances.

 

SECTION3.08. *Committees.*The Board ofDirectors may, by resolution passed by a majority of the whole Board, designateone or more committees, each committee to consist of one or more of thedirectors of the Corporation. The Board may designate one or more directors asalternate members of any committee, who may replace any absent or disqualifiedmember at any meeting of the committee. In the absence or disqualification of a member of a committee, the memberor members present at any meeting and not disqualified from voting, whether ornot the member or members present constitute a quorum, may unanimously appointanother member of the Board of Directors to act at the meeting in the place ofany such absent or disqualified member. Any such committee, to the extent provided in the resolution of theBoard of Directors, shall have and may exercise all the powers and authority ofthe Board of Directors in the management of the business and affairs of theCorporation, and may authorize the seal of the Corporation to be affixed to allpaperswhich may require it; but no such committee shall have the power or authorityin reference to amending the certificate of incorporation (except that acommittee may, to the extent authorized in a resolution or resolutionsproviding for the issuance of any class or series of stock adopted by the Boardof Directors as provided in subsection (a) of Section 151 of the DelawareGeneral Corporation Law and the certificate of incorporation, fix the votingpowers, designations, preferences, rights and qualifications, limitations andrestrictions of any such class or series of stock, including rights to receivedividends or other distributions, rights upon the dissolution of, or upon any distributionof the assets of, the Corporation and rights with respect to conversion into,or exchange for, shares of any other class or classes or any other series ofthe same or other class or classes of stock, and fix the number of shares ofsuch class or series of stock or authorize the increase or decrease in suchnumber of shares) adopting an agreement of merger or consolidation,recommending to the stockholders the sale, lease or exchange of all orsubstantially all of the Corporation’s property and assets, recommending to thestockholders a dissolution of the Corporation or a revocation of a dissolution,or amending the bylaws of the Corporation; and unless the resolution of theBoard of Directors or the certificate of incorporation expressly so provide, nosuch committee shall have the power or authority to declare a dividend or toauthorize the issuance of stock.  Each

 

4

----

 

committeeshall keep regular minutes of its meetings and report the same to the Board ofDirectors

 

SECTION3.09. *Action by Consent.*Unlessotherwise restricted by the certificate of incorporation or these bylaws, anyaction required or permitted to be taken at any meeting of the Board ofDirectors or of any committee thereof may be taken without a meeting, if allmembers of the Board or committee, as the case may be, consent thereto inwriting, and the writing or writings are filed with the minutes of proceedingsof the Board or committee.

 

SECTION3.10.*Telephonic Meetings.*Unless otherwiserestricted by the certificate of incorporation or these bylaws, members of theBoard of Directors, or any committee designated by the Board of Directors, mayparticipate in a meeting of the Board of Directors, or such committee, as thecase may be, by means of conference telephone or similar communicationsequipment by means of which all persons participating in the meeting can heareach other, and such participation in a meeting shall constitute presence inperson at the meeting.

 

SECTION3.11. *Resignation.*Any directormay resign at any time by giving written notice to the Board of Directors or tothe Secretary of the Corporation. The resignation of any director shall takeeffect upon receipt of notice thereof or at such later time as shall be specifiedin such notice; and unless otherwise specified therein, the acceptance of suchresignation shall not be necessary to make it effective.

 

SECTION3.12. *Vacancies.*Unless otherwiseprovided in the certificate of incorporation vacancies and newly createddirectorships resulting from any increase in the authorized number of directorselected by all the stockholders having the right to vote as a single class maybe filled by a majority of the directors then in office, although less than aquorum, or by a sole remaining director. Whenever the holders of any class orclasses of stock or series thereof are entitled to elect one or more directorsby the certificate of incorporation, vacancies and newly created directorshipsof such class or classes or series may be filled by a majority of directorselected by such class or classes or series thereof then in office, or by a soleremaining director so elected. Each director so chosen shall hold office untilhis successor is elected and qualified, or until his earlier death, resignationor removal. If there are no directors in office, then an election of directorsmay be held in accordance with Delaware Law. Unless otherwise provided in thecertificate of incorporation, when one or more directors shall resign from theBoard, effective at a future date, a majority of the directors then in office,including those who have so resigned, shall have the power to fill such vacancyor vacancies, the vote thereon to take effect when such resignation orresignations shall become effective, and each director so chosen shall holdoffice as provided in the filling of other vacancies.

 

SECTION3.13. *Removal.*Any director orthe entire Board of Directors may be removed, with or without cause, at anytime by the affirmative vote of the holders of a majority of the outstandingcapital stock of the Corporation entitled to vote and the vacancies thuscreated may be filled in accordance with Section 3.12 herein.

 

SECTION3.14. *Compensation.*Unlessotherwise restricted by the certificate of incorporation or these bylaws, theBoard of Directors shall have authority to fix the compensation of directors,including fees and reimbursement of expenses.

 

5

----

 

**ARTICLE****4****OFFICERS**

 

SECTION4.01. *Principal Officers.*Theprincipal officers of the Corporation shall be a President, one or more VicePresidents, a Treasurer and a Secretary who shall have the duty, among otherthings, to record the proceedings of the meetings of stockholders and directorsin a book kept for that purpose. The Corporation may also have such otherprincipal officers, including one or more Controllers, as the Board may in itsdiscretion appoint. One person may hold the offices and perform the duties ofany two or more of said offices, except that no one person shall hold theoffices and perform the duties of President and Secretary.

 

SECTION4.02. *Election, Term of Office andRemuneration.*The principal officers of the Corporation shall beelected annually by the Board of Directors at the annual meeting thereof. Eachsuch officer shall hold office until his successor is elected and qualified, oruntil his earlier death resignation or removal.  The remuneration of all officers of the Corporation shall befixed by the Board of Directors. Any vacancy in any office shall be filled insuch manner, as the Board of Directors shall determine.

 

SECTION4.03. *Subordinate Officers.*Inaddition to the principal officers enumerated in Section 4.01 hereof, theCorporation may have one or more Assistant Treasurers, Assistant Secretariesand Assistant Controllers and such other subordinate officers, agents andemployees as the Board of Directors may deem necessary, each of whom shall holdoffice for such period as the Board of Directors may from time to timedetermine. The Board of Directors may delegate to any principal officer thepower to appoint and to remove any such subordinate officers, agents oremployees.

 

SECTION4.04. *Removal.*Except asotherwise permitted with respect to subordinate officers, any officer may beremoved, with or without cause, at any time, by resolution adopted by the Boardof Directors.

 

SECTION4.05. *Resignations.*Any officermay resign at any time by giving written notice to the Board of Directors (orto a principal officer if the Board of Directors has delegated to suchprincipal officer the power to appoint and to remove such officer). Theresignation of any officer shall take effect upon receipt of notice thereof orat such later time as shall be specified in such notice; and unless otherwisespecified therein, the acceptance of such resignation shall not be necessary tomake it effective.

 

SECTION4.06. *Powers and Duties.*Theofficers of the Corporation shall have such powers and perform such dutiesincident to each of their respective offices and such other duties as may fromtime to time be conferred upon or assigned to them by the Board of Directors.

 

**ARTICLE 5INDEMNIFICATION**

 

SECTION5.01. *Rightof Indemnification*. The Corporation shall indemnify and holdharmless, to the fullest extent permitted by applicable law as it presentlyexists or may hereafter be amended, any person who was or is made or isthreatened to be made a party or is otherwise involved in any action, suit orproceeding, whether civil, criminal, administrative or investigative (a“proceeding”) by reason of the fact that he, or a person for whom he is thelegal

 

6

----

 

representative,is or was a director or officer of the Corporation or is or was serving at therequest of the Corporation as a director or officer, employee or agent ofanother corporation or of a partnership, joint venture, trust, enterprise ornonprofit entity, including service with respect to employee benefit plans,against all liability and loss suffered and expenses (including attorneys’fees) reasonably incurred by such person. The Corporation shall be required to indemnify a person in connectionwith a proceeding (or part thereof) initiated by such person only if theproceeding (or part thereof) was authorized by the Board of Directors of theCorporation.

 

SECTION5.02. *Prepaymentof Expenses*. The Corporation may, in its discretion, pay theexpenses (including attorneys’ fees and expert witness fees) incurred indefending any proceeding in advance of its final disposition, provided,however, that the payment of expenses incurred by a director or officer inadvance of the final disposition of the proceeding shall be made only uponreceipt of an undertaking by the director or officer to repay all amountsadvanced if it should be ultimately determined that the director or officer isnot entitled to be indemnified under this Article or otherwise.

 

SECTION5.03. *Insurance.*The Corporation shall have power to purchase and maintain insurance on behalfof any person who is or was a director, officer, employee or agent of theCorporation, or is or was serving at the request of the Corporation as adirector, officer, employee or agent of another corporation, partnership, jointventure, trust or other enterprise against any expense, liability or lossincurred by such person in any such capacity or arising out of such person’sstatus as such, whether or not the Corporation would have the power toindemnify such person against such liability under Delaware Law.

 

SECTION5.04. *Non-Exclusivityof Rights*. The rights conferred on any person by this Article 5shall not be exclusive of any other rights which such person may have orhereafter acquire under any statute, provision of the certificate ofincorporation, these by-laws, agreement, vote of stockholders or disinteresteddirectors or otherwise.

 

SECTION5.05. *OtherIndemnification.* The Corporation’s obligation, if any, to indemnifyany person who was or is serving at its request as a director, officer, employeeor agent of another corporation, partnership, joint venture, trust, enterpriseor non-profit entity shall be reduced by any amount such person may collect asindemnification from such other corporation, partnership, joint venture, trust,enterprise, or nonprofit enterprise.

 

SECTION5.06. *Amendmentof Repeal*. Any repeal or modification of the foregoing provisions ifthis Article 5 shall not adversely effect any right or protection hereunder ofany person in respect of any act or omission occurring prior to the time ofsuch repeal or modification.

 

**ARTICLE 6GENERAL PROVISIONS**

 

SECTION6.01. *Fixing the Record Date.*(a)In order that the Corporation may determine the stockholders entitled to noticeof or to vote at any meeting of stockholders or any adjournment thereof, theBoard of Directors may fix a record date, which record date shall not precedethe date upon which the resolution fixing the record date is adopted by theBoard of Directors, and which record date shall not be more than 60 nor lessthan 10 days before the date

 

7

----

 

ofsuch meeting. If no record date is fixed by the Board of Directors, the recorddate for determining stockholders entitled to notice of or to vote at a meetingof stockholders shall be at the close of business on the day next preceding theday on which notice is given, or, if notice is waived, at the close of businesson the day next preceding the day on which the meeting is held. A determinationof stockholders of record entitled to notice of or to vote at a meeting ofstockholders shall apply to any adjournment of the meeting; *provided*that the Board of Directors mayfix a new record date for the adjourned meeting.

 

(b)                                 Inorder that the Corporation may determine the stockholders entitled to consentto corporate action in writing without a meeting, the Board of Directors mayfix a record date, which record date shall not precede the date upon which theresolution fixing the record date is adopted by the Board of Directors, and whichdate shall not be more than 10 days after the date upon which the resolutionfixing the record date is adopted by the Board of Directors. If no record datehas been fixed by the Board of Directors, the record date for determiningstockholders entitled to consent to corporate action in writing without ameeting, when no prior action by the Board of Directors is required by DelawareLaw, shall be the first date on which a signed written consent setting forththe action taken or proposed to be taken is delivered to the Corporation bydelivery to its registered office in Delaware, its principal place of business,or an officer or agent of the Corporation having custody of the book in whichproceedings of meetings of stockholders are recorded. Delivery made to theCorporation’s registered office shall be by hand or by certified or registeredmail return receipt requested. If no record date has been fixed by the Board ofDirectors and prior action by the Board of Directors is required by DelawareLaw, the record date for determining stockholders entitled to consent tocorporate action in writing without a meeting shall be at the close of businesson the day on which the Board of Directors adopts the resolution taking suchprior action.

 

(c)                                  Inorder that the Corporation may determine the stockholders entitled to receivepayment of any dividend or other distribution or allotment of any rights or thestockholders entitled to exercise any rights in respect of any change,conversion or exchange of stock, or for the purpose of any other lawful action,the Board of Directors may fix a record date, which record date shall notprecede the date upon which the resolution fixing the record date is adopted,and which record date shall be not more than 60 days prior to such action. Ifno record date is fixed, the record date for determining stockholders for anysuch purpose shall be at the close of business on the day on which the Board ofDirectors adopts the resolution relating thereto.

 

SECTION6.02. *Dividends.*Subject to limitationscontained in Delaware Law and the certificate of incorporation, the Board ofDirectors may declare and pay dividends upon the shares of capital stock of theCorporation, which dividends may be paid either in cash, in property or inshares of the capital Stock of the Corporation.

 

SECTION6.03. *Fiscal Year.*The fiscalyear of the Corporation shall commence on January 1 and end on December 31 ofeach year.

 

SECTION6*.04. Corporate Seal.*Thecorporation shall not have a seal.

 

SECTION6.05. *Voting of Stock Owned by theCorporation.*The Board of Directors may authorize any person, onbehalf of the Corporation, to attend, vote at and grant proxies to be used atany meeting of stockholders of any corporation (except this Corporation) inwhich the

 

8

----

 

Corporationmay hold stock.

 

SECTION6.06. *Amendments.*These bylaws orany of them, may be altered, amended or repealed, or new bylaws may be made, bythe stockholders entitled to vote thereon at any annual or special meetingthereof or by the Board ofDirectors.

 

9

----