EXHIBIT 4.3.2

 

Certificate of Secretary

 

I, PETER POUNDS, the duly elected and acting Secretary of General Communication, Inc., an Alaska corporation (“Company”), do hereby certify and declare that the resolution of the Company’s Board of Directors contained in the minutes of its meeting attached hereto as Exhibit 4.3.2A is a true and correct copy of that resolution as contained in those minutes duly adopted by the Company’s Board of Directors at its meeting held on April 26, 2013.

 

Executed as of this 26th day of April 2013 at Anchorage, Alaska.

 

	GENERAL COMMUNICATION, INC.
	By:	/s/ Peter Pounds
		Peter Pounds, Secretary

 

 

EXHIBIT 4.3.2A

 

Excerpt from Minutes of Action by the

Board of Directors of General Communication, Inc.

April 26, 2013

 

RESOLVED, that the board of directors of General Communication, Inc. (“Company”) authorizes increasing the allocation of common stock to the Company’s GCI 401(k) Plan by 5 million shares of Company Class A common stock (“Plan Stock”);

 

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.