**Exhibit3.2.2**

 

 

**BYLAWS**

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**OF**

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**DECRANEAIRCRAFT HOLDINGS, INC.**

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# **ARTICLE1OFFICES**

 

SECTION 1.01. *Registered Office.*The registered officeshall be in the City of Wilmington, County of New Castle, State of Delaware.

 

SECTION1.02. *Other Offices.*TheCorporation may also have offices at such other places both within and withoutthe State of Delaware as the Board of Directors may from time to time determineor the business 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**

 

SECTION 2.01. *Time and Place of Meetings.*All meetingsof stockholders shall be held at such place, either within or without the Stateof Delaware, on such date and at such time as may be determined from time totime by the Board of Directors (or the Chairman in the absence of a designationby the Board of Directors).

 

SECTION2.02. *Annual**Meetings.*Annual meetings of stockholders,shall 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.

 

SECTION 2.04. *Notice of Meetings and Adjourned Meetings; Waivers ofNotice.*(a) Whenever stockholders are required or permitted to takeany action at a

 

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meeting, a written notice of themeeting shall be given which shall state the place, date and hour of themeeting, and, in the case of a special meeting, the purpose or purposes forwhich the meeting is called. Unless otherwise provided by the GeneralCorporation Law of the State of Delaware as the same exists or may hereafter beamended (“Delaware Law”), such notice shall be given not less than 10 nor morethan 60 days before the date of the meeting to each stockholder of recordentitled to vote at such meeting. Unless these bylaws otherwise require, when ameeting is adjourned to another time or place (whether or not a quorum ispresent), notice need not be given of the adjourned meeting if the time andplace thereof are announced at the meeting at which the adjournment is taken.At the adjourned meeting, the Corporation may transact any business which mighthave been transacted at the original meeting. If the adjournment is for morethan 30 days, or after the adjournment a new record date is fixed for theadjourned meeting, a notice of the adjourned meeting shall be given to eachstockholder of 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 tovote at a meeting of stockholders or to express consent or dissent to acorporate action in writing without a meeting may authorize another person orpersons to act for him by proxy, but no such proxy shall

 

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be voted or acted upon after threeyears from its date, unless the proxy provides for a longer period.

 

SECTION2.07.*Action by Consent.*(a) Unless otherwiseprovided in the certificate of incorporation, any action required to be takenat any annual or special meeting of stockholders, or any action which may betaken at any annual or special meeting of stockholders, may be taken without ameeting, without prior notice and without a vote, if a consent or consents inwriting, setting forth the action so taken, shall be signed by the holders ofoutstanding capital stock having not less than the minimum number of votes thatwould be necessary to authorize or take such action at a meeting at which allshares entitled to vote thereon were present and voted and shall be deliveredto the Corporation by delivery to its registered office in Delaware, itsprincipal place of business, or an officer or agent of the Corporation havingcustody 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 registeredoffice in Delaware, its principal place of business, or an officer or agent ofthe Corporation 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.

 

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**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 nor 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 adetermination by 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 annual meeting shall be held. Notice of such meeting need not begiven. In the event such annual meeting is not so held, the annual meeting ofthe Board of Directors may be held at such place either within or without thestate of Delaware, on such date and at such time as shall be specified in anotice thereof given as hereinafter provided in Section 3.07 hereof or in awaiver of notice thereof signed by any director who chooses to waive therequirement of notice.

 

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SECTION 3.06. *RegularMeetings.*After the place and time of regular meetingsof**the Board of**Directors shall have been determined andnotice thereof shall have been once given to each member of the Board of**Directors, regular meetings may be heldwithout 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 three directors. Notice of special meetingsof the 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, themember or members present at any meeting and not disqualified from voting,whether or not the member or members present constitute a quorum, mayunanimously appoint another member of the Board of Directors to act at themeeting in the place of any such absent or disqualified member.  Any such committee, to the extent providedin the resolution of the Board of Directors, shall have and may exercise allthe powers and authority of the Board of Directors in the management of thebusiness and affairs of the Corporation, and may authorize the seal of theCorporation to be affixed to all papers which may require it; butno such committee shall have the power or authority in reference toamending the certificate of incorporation (except that a committee may, to theextent authorized in a resolution or resolutions providing for the issuance ofany class or series of stock adopted by the Board of Directors as provided insubsection (a) of Section 151 of the Delaware General Corporation Law and thecertificate of incorporation, fix the voting powers, designations, preferences,rights and qualifications, limitations and restrictions of any such class orseries of stock, including rights to receive dividends or other distributions,rights upon the dissolution of, or upon any distribution of the assets of, theCorporation and rights with respect to conversion into, or exchange for, sharesof any other class or classes or any other series of the same or other class orclasses of stock, and fix the number of shares of such class or series of stockor authorize the increase or decrease in such number of shares) adopting anagreement of merger or consolidation, recommending to the stockholders thesale, lease or exchange of all or substantially all of the

 

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Corporation’s property and assets,recommending to the stockholders a dissolution of the Corporation or arevocation of a dissolution, or amending the bylaws of the Corporation; andunless the resolution of the Board of Directors or the certificate ofincorporation expressly so provide, no such committee shall have the power orauthority to declare a dividend or to authorize the issuance of stock. Eachcommittee shall keep regular minutes of its meetings and report the same to theBoard of Directors

 

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.*Unlessotherwise restricted by the certificate of incorporation or these bylaws,members of the Board of Directors, or any committee designated by the Board ofDirectors, may participate in a meeting of the Board of Directors, or suchcommittee, as the case may be, by means of conference telephone or similarcommunications equipment by means of which all persons participating in themeeting can hear each other, and such participation in a meeting shallconstitute presence in person 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 bespecified in such notice; and unless otherwise specified therein, theacceptance of such resignation 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

 

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future date, a majority of thedirectors then in office, including those who have so resigned, shall have thepower to fill such vacancy or vacancies, the vote thereon to take effect whensuch resignation or resignations shall become effective, and each director sochosen shall hold office 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.

 

**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.

 

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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.

 

**ARTICLE5**

**INDEMNIFICATION**

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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 representative, is or was a director or officer of the Corporation or isor was serving at the request of the Corporation as a director or officer,employee or agent of another corporation or of a partnership, joint venture,trust, enterprise or nonprofit entity, including service with respect to employeebenefit plans, against all liability and loss suffered and expenses (includingattorneys’ fees) reasonably incurred by such person.  The Corporation shall be required to indemnify a person inconnection with a proceeding (or part thereof) initiated by such person only ifthe proceeding (or part thereof) was authorized by the Board of Directors ofthe Corporation.

 

SECTION5.02. *Prepaymentof Expenses*. The Corporation may, in its discretion, pay theexpenses (including attorneys’ fees) incurred in defending any proceeding inadvance of its final disposition, provided, however, that the payment ofexpenses incurred by a director or officer in advance of the final dispositionof the proceeding shall be made only upon receipt of an undertaking by the directoror officer to repay all amounts advanced if it should be ultimately determinedthat the director or officer is not entitled to be indemnified under thisArticle or otherwise.

 

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SECTION 5.03. *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 or hereafteracquire under any statute, provision of the certificate of incorporation, theseby-laws, agreement, vote of stockholders or disinterested directors orotherwise.

 

SECTION5.05. *OtherIndemnification.* The Corporation’s obligation, if any, to indemnify anyperson who was or is serving at its request as a director, officer, employee oragent of another corporation, partnership, joint venture, trust, enterprise ornon-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 6**

# **GENERALPROVISIONS**

 

SECTION 6.01. *Fixing the Record Date.*(a) In order thatthe Corporation may determine the stockholders entitled to notice of or to voteat any meeting of stockholders or any adjournment thereof, the Board ofDirectors may fix a record date, which record date shall not precede the dateupon which the resolution fixing the record date is adopted by the Board ofDirectors, and which record date shall not be more than 60 nor less than 10days before the date of such meeting. If no record date is fixed by the Boardof Directors, the record date for determining stockholders entitled to noticeof or to vote at a meeting of stockholders shall be at the close of business onthe day next preceding the day on which notice is given, or, if notice iswaived, at the close of business on the day next preceding the day on which themeeting is held. A determination of stockholders of record entitled to noticeof or to vote at a meeting of stockholders shall apply to any adjournment ofthe meeting;

 

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*provided*thatthe Board of Directors may fix 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, andwhich date shall not be more than 10 days after the date upon which theresolution fixing the record date is adopted by the Board of Directors. If norecord date has been fixed by the Board of Directors, the record date fordetermining stockholders entitled to consent to corporate action in writingwithout a meeting, when no prior action by the Board of Directors is requiredby Delaware Law, shall be the first date on which a signed written consentsetting forth the action taken or proposed to be taken is delivered to theCorporation by delivery to its registered office in Delaware, its principalplace of business, or an officer or agent of the Corporation having custody ofthe book in which proceedings of meetings of stockholders are recorded.Delivery made to the Corporation’s registered office shall be by hand or bycertified or registered mail return receipt requested. If no record date hasbeen fixed by the Board of Directors and prior action by the Board of Directorsis required by Delaware Law, the record date for determining stockholdersentitled to consent to corporate action in writing without a meeting shall beat the close of business on the day on which the Board of Directors adopts theresolution taking such prior 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 tolimitations contained in Delaware Law and the certificate of incorporation, theBoard of Directors may declare and pay dividends upon the shares of capitalstock of the Corporation, which dividends may be paid either in cash, inproperty or in shares 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.*Thecorporate seal shall have inscribed thereon the name of the Corporation, theyear of its organization and the words

 

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“Corporate Seal, Delaware”. The sealmay be used by causing it or a facsimile thereof to be impressed, affixed orotherwise reproduced.

 

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 Corporation may 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.

 

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