EXHIBIT
4.3.3
CERTIFICATE
OF SECRETARY
I, JOHN M. LOWBER, the duly elected and acting
Secretary of General Communication, Inc., an Alaska corporation, do hereby
certify and declare that the resolution of the Board of Directors contained in
the minutes of its meeting attached hereto as Exhibit 4.3.3A is a true and
correct copy of that resolution as contained in those minutes duly adopted by
the Board of Directors of General Communication, Inc. at its meeting held on
April 25, 2008.
Executed this 31st day of July 2008 at
Anchorage, Alaska.
GENERAL COMMUNICATION, INC.
By:___/s/_John M. Lowber_______
John M. Lowber, Secretary
[S E A
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EXHIBIT
4.3.3A
EXCERPT
FROM MINUTES OF ACTION BY THE
BOARD
OF DIRECTORS OF GENERAL COMMUNICATION, INC.
APRIL
25, 2008
RESOLVED, that the board of
directors of General Communication, Inc. ("Company") authorizes increasing the
allocation of common stock to the Company's Qualified Employee Stock Purchase
Plan by 2,000,000 shares plus 800,000 shares to cover shares previously issued
through the plan as restricted shares, for a total of 2,800,000 shares of
Company Class A common stock ("Shares");
RESOLVED FURTHER, that the
Board approves filing a registration statement pursuant to the federal
Securities Act of 1933, as amended ("Securities Act") and, in particular, in the
format of Form S-8, where such registration statement will pertain specifically
to the registration of the offer of the Plan Stock and such Plan Stock will be
offered or acquired through the Plan; and
RESOLVED FURTHER, that the
president and other officers of the Company are directed to take such steps as
are necessary to register the offer of the Plan Stock and otherwise to be in
compliance with the Securities Act and other securities laws.