{"id":41520,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/bylaws-general-communication-inc.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"bylaws-general-communication-inc","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/formation\/bylaws-general-communication-inc.html","title":{"rendered":"Bylaws – General Communication Inc."},"content":{"rendered":"

BYLAWS OF<\/strong><\/p>\n

\n<\/p>\n

GENERAL COMMUNICATION,
\nINC.<\/strong>1<\/a>\n<\/p>\n

\n<\/p>\n

ARTICLE I<\/strong><\/p>\n

\n<\/p>\n

OFFICES<\/strong><\/p>\n

\n<\/p>\n

The Corporation shall maintain a principal office of the Corporation in the
\nState of Alaska as required by law. The Corporation may also have offices in
\nsuch other places, either within or without the State of Alaska, as the Board of
\nDirectors of the Corporation (“Board”) may from time to time designate or as the
\nbusiness of the Corporation may require.<\/p>\n<\/p>\n<\/p>\n

ARTICLE II<\/strong><\/p>\n

\n<\/p>\n

SEAL<\/strong><\/p>\n

\n<\/p>\n

The seal of the Corporation shall be in such form as may be required by law
\nand as shall be approved by the Board. Until changed by the Board, the seal of
\nthe Corporation shall be in the form impressed immediately following this
\nArticle II. The seal may be used by causing it, or a facsimile thereof, to be
\nimpressed or affixed or reproduced or otherwise.<\/p>\n<\/p>\n<\/p>\n

[ S E A L ]<\/p>\n

\n<\/p>\n

ARTICLE III<\/strong><\/p>\n

\n<\/p>\n

SHAREHOLDER MEETINGS<\/strong><\/p>\n

\n<\/p>\n

Section 1.<\/strong> Place of Meetings<\/u>.<\/strong>
\nMeetings of the shareholders of the Corporation (“Shareholders”) shall be held
\nat such place either within or without the State of Alaska as may from time to
\ntime be designated by the Board and stated in the notice of the meeting.<\/p>\n<\/p>\n<\/p>\n

Section 2.<\/strong> Annual Meeting of
\nShareholders<\/u>.<\/strong> (a) The annual meeting of the Shareholders (“Annual
\nMeeting”) shall be held on the first Thursday of June of each year at a time to
\nbe designated by the Board or at such other time and date as shall be designated
\nby the Board and stated in the notice of meeting. The purpose of the meeting
\nshall be the election of directors and the transaction of such other business as
\nproperly may be brought before the meeting.<\/p>\n<\/p>\n<\/p>\n

(b) If the election of directors shall not be held on the day designated in
\n(a) of this Section 2 for any Annual Meeting, or at any adjournment of such
\nmeeting, the Board shall call a special meeting of the Shareholders as soon as
\nconveniently possible thereafter. At such meeting, the election of directors
\nshall take place, and such election and any other business transacted thereat
\nshall have the same force and effect as at an Annual Meeting duly called and
\nheld.<\/p>\n<\/p>\n<\/p>\n

Section 3.<\/strong> Special Shareholders’
\nMeetings<\/u>.<\/strong> Special meetings of the Shareholders may be called at any
\ntime by the President, the Chairman of the Board of Directors, the Board of
\nDirectors, or the holders of not less than one-tenth of all the shares entitled
\nto vote at such meeting. Such request shall state the purpose of the proposed
\nmeeting. For such meetings, notices shall be given in the same manner as notices
\nof the Annual Meeting, except they shall be signed by the persons calling the
\nmeeting. No special Shareholders’ meetings shall consider any business except
\nthat which is designated in general terms in the notice of the meeting.<\/p>\n<\/p>\n<\/p>\n

Section 4.<\/strong> Notices of Meetings<\/u>.<\/strong>
\nWritten or printed notice stating the place, day and hour of the meeting and, in
\nthe case of a special meeting, the purpose or purposes for which the meeting is
\ncalled, will be signed and delivered not less than 20 nor more than 60 days
\nbefore the date of the meeting, either personally or by mail, by or at the
\ndirection of the President, the Secretary or the officer or persons calling the
\nmeeting, to each Shareholder of record entitled to vote at such meeting. Only
\nShareholders of record on the record date established by the Board of Directors
\npursuant to Section 6 of this Article III will be entitled to notice of such
\nmeeting. If mailed, such notice will be deemed to be delivered when deposited
\nwith postage prepaid in the United States mail addressed to the Shareholder at
\nthe address of the Shareholder as appears on the stock transfer books of the
\nCorporation, or, if the Shareholder has filed with the Secretary a written
\nrequest that the notice be mailed to a different address, the Corporation will
\nmail the notice to that other address. Except where otherwise required by law or
\nthese Bylaws, notice need not be given of any adjourned meeting of the
\nShareholders.<\/p>\n<\/p>\n<\/p>\n

Section 5.<\/strong> Quorum<\/u>.<\/strong> The holders of a
\nmajority of the stock issued and outstanding and entitled to vote, present in
\nperson or represented by proxy, will constitute a quorum at all meetings of the
\nShareholders for the transaction of business except as otherwise provided by
\napplicable law or by the Articles of Incorporation. The Shareholders present in
\nperson or represented by proxy at a duly organized meeting may continue to
\ntransact business until adjournment, notwithstanding the withdrawal of enough
\nShareholders to leave less than a quorum, if any action taken other than
\nadjournment is approved by at least a majority of shares required to constitute
\na quorum. If, however, such quorum initially is not present or represented at
\nany meeting of the Shareholders, those Shareholders present in person or
\nrepresented by proxy and entitled to vote will have power to adjourn the meeting
\nfrom time to time, without notice other than announcement at the meeting, until
\na quorum is present or represented. At such reconvened meeting at which a quorum
\nis present or represented, any business may be transacted which might have been
\ntransacted at the original meeting.<\/p>\n<\/p>\n<\/p>\n

Section 6.<\/strong> Voting<\/u>.<\/strong> (a) At each
\nmeeting of the Shareholders, every Shareholder having the right to vote shall be
\nentitled to vote, either in person or by proxy, the number of votes as provided
\nfor in or pursuant to the Articles of Incorporation for each share of voting
\nstock registered in that Shareholder’s name on the books of the Corporation on
\nthe date of the closing of the books against transfers of stock, the record date
\nfixed for the determination of Shareholders entitled to vote at such meeting, or
\nif the books are not so closed or no such date is fixed, the date of such
\nmeeting.<\/p>\n<\/p>\n<\/p>\n

(b) When a quorum is present at any meeting, the affirmative vote of a
\nmajority of the votes represented by the issued and outstanding shares entitled
\nto vote, present in person or represented by proxy, shall decide any matter
\nbrought before such meeting, unless the question is one upon which, by express
\nprovision of the laws of the State of Alaska or of the Articles of
\nIncorporation, a different vote is required, in which case such express
\nprovision shall govern and control the decision of such question.<\/p>\n<\/p>\n

(c) Except as may be determined by the Board of Directors of the Corporation
\nwith respect to the Preferred Stock and except as otherwise expressly required
\nby the laws of the State of Alaska or the Articles of Incorporation, as then in
\neffect, the holders of the Class A Common Stock of the Corporation and the
\nholders of the Class B Common Stock of the Corporation shall vote with the
\nholders of voting shares of the Preferred Stock of the Corporation, if any, as
\none class for the election of directors and for all other purposes.<\/p>\n<\/p>\n<\/p>\n

Section 7.<\/strong> Record Date<\/u>.<\/strong> In order to
\ndetermine the holders of record of the Corporation’s stock who are entitled to
\nnotice of meetings, to vote at a meeting or adjournment thereof, and to receive
\npayment of any dividend, or to make a determination of the Shareholders of
\nrecord for any proper purpose, the Board may do the following: (i) prescribe a
\nrecord date which will be neither more than 70 days nor less than 20 days, prior
\nto the date of the action which requires such determination during which no
\ntransfer of stock on the books of the Corporation may be made; or (ii) in lieu
\nof closing the stock transfer books of the Corporation, fix a record date which
\nwill be neither more than 60 days nor less than 20 days prior to the date of the
\naction which requires such determination as the record date for such
\ndetermination of Shareholders.<\/p>\n<\/p>\n<\/p>\n

Section 8.<\/strong> Presiding Officer; Order of Business;
\nConduct of Meeting<\/u>.<\/strong> (a) Meetings of the Shareholders shall be
\npresided over by the Chairman of the Board, or if the Chairman is not present,
\nby the President, or if the President is not present, by a Vice President. The
\nSecretary of the Corporation, or, in the Secretary’s absence, an Assistant
\nSecretary, shall act as secretary of every meeting. In the absence of the
\nSecretary or Assistant Secretary, the chairman of the meeting may choose any
\nperson present to act as secretary of the meeting.<\/p>\n<\/p>\n<\/p>\n

(b) Subject to the provisions of this Section 8, meetings of Shareholders
\nshall generally follow accepted rules of parliamentary procedure, including but
\nnot limited to the following:<\/p>\n<\/p>\n<\/p>\n

(1) Except when overruled by a majority of the votes represented by the votes
\nheld by Shareholders present, the chairman of the meeting shall have absolute
\nauthority over matters of procedure and authority to state the rules under which
\nthe voting shall be conducted.<\/p>\n<\/p>\n<\/p>\n

(2) If disorder shall arise which prevents continuation of the legitimate
\nbusiness of the meeting, the chairman may quit the chair and announce the
\nadjournment of the meeting; and upon taking such action, the meeting shall be
\nautomatically adjourned.<\/p>\n<\/p>\n<\/p>\n

(3) The chairman may ask or require that anyone not a bona fide Shareholder
\nor proxy leave the meeting.<\/p>\n<\/p>\n<\/p>\n

(4) Subject to the provisions of Section 14 of this Article III, a resolution
\nor motion may be considered for a vote if proposed by a Shareholder or duly
\nauthorized proxy, and seconded by an individual, who is a Shareholder or a duly
\nauthorized proxy, other than the individual who proposed the resolution or
\nmotion.<\/p>\n<\/p>\n<\/p>\n

(c) The following order of business shall be observed at all Annual Meetings
\ninsofar as is practicable:<\/p>\n<\/p>\n<\/p>\n

(1) Call to order;<\/p>\n<\/p>\n<\/p>\n

(2) Present proof of notice of meeting or waiver of it;<\/p>\n<\/p>\n<\/p>\n

(3) Appoint inspector of election, if necessary;<\/p>\n<\/p>\n<\/p>\n

(4) Determine whether a quorum is present;<\/p>\n<\/p>\n<\/p>\n

(5) Make reports;<\/p>\n<\/p>\n<\/p>\n

(6) Read, correct and approve minutes of a previous meeting, unless the
\nreading is waived;<\/p>\n<\/p>\n<\/p>\n

(7) Elect directors;<\/p>\n<\/p>\n<\/p>\n

(8) Address special business stated in the notice of meeting;<\/p>\n<\/p>\n<\/p>\n

(9) Address other business;<\/p>\n<\/p>\n<\/p>\n

(10) Adjourn.<\/p>\n<\/p>\n<\/p>\n

(d) At any special meeting of Shareholders, the business transacted shall be
\nconfined to the purpose described in the notice of the meeting and subject to
\nthe provisions of Section 14 of this Article III.<\/p>\n<\/p>\n<\/p>\n

Section 9.<\/strong> Proxies<\/u>.<\/strong> A Shareholder
\nmay vote the Shareholder153s shares through a proxy or attorney-in-fact appointed
\nby a written instrument signed by the Shareholder and delivered to the secretary
\nof the meeting. No proxy shall be valid after six months from the date of its
\nexecution, unless a longer period is expressly provided in the proxy, but in no
\ncase may the proxy be valid for a period in excess of 11 months from the date of
\nexecution. No proxy shall be valid and voted on after the meeting of the
\nShareholders, or any adjournment of such meeting, to which it applies. Every
\nproxy shall be revocable at the pleasure of the Shareholders executing it,
\nexcept in those cases where an irrevocable proxy is duly executed and permitted
\nby law.<\/p>\n<\/p>\n<\/p>\n

Section 10.<\/strong> Voting List<\/u>.<\/strong> (a) At
\nleast 20 days before each meeting of Shareholders, a complete list of the
\nShareholders entitled to vote at that meeting, arranged in alphabetical order
\nand showing the address of and number and class of shares entitled to vote at
\nsuch meeting owned by each Shareholder, shall be prepared by the Secretary or an
\nofficer of the transfer agent, transfer clerk or registrar of the Corporation
\nhaving charge of the stock transfer books and at the direction of the Secretary.
\nThat list of Shareholders will, for a period of 30 days prior to such meeting,
\nbe kept on file at the registered office of the Corporation and will be subject
\nto inspection by any Shareholder at any time during normal business hours. Such
\nlist will also be produced and kept open at the time and place of the meeting
\nand will be subject to the inspection of any Shareholder during the entire time
\nof the meeting.<\/p>\n<\/p>\n<\/p>\n

(b) The original stock transfer books shall be prima facie evidence as to who
\nare the Shareholders entitled to examine such list or transfer books, or to vote
\nat any meeting of the Shareholders.<\/p>\n<\/p>\n<\/p>\n

(c) Failure to comply with the requirements of this Section 10 shall not
\naffect the validity of any action taken at such meeting of the Shareholders.<\/p>\n<\/p>\n<\/p>\n

Section 11.<\/strong> Action Without a
\nMeeting<\/u>.<\/strong> Any action, except the election of directors, which may be
\ntaken by the vote of Shareholders at a meeting of Shareholders may be taken
\nwithout a meeting if authorized by the written consents of Shareholders,
\nidentical in content setting out the action to be taken, signed by the holders
\nof all outstanding shares entitled to vote on the action.<\/p>\n<\/p>\n<\/p>\n

Section 12.<\/strong> Non-Cumulative Voting<\/u>.<\/strong>
\nIn the election of directors, Shareholders will not cumulate their votes but
\nmust vote shares held by them for as many persons as there are directors to be
\nelected.<\/p>\n<\/p>\n<\/p>\n

Section 13.<\/strong> Voting of Shares by Certain
\nShareholders<\/u>.<\/strong> (a) Shares of the Corporation standing in the name of
\nanother corporation may be voted by such officer, agent or proxy as the bylaws
\nof that corporation may prescribe or, in the absence of such provision, as the
\nboard of directors of that corporation may determine.<\/p>\n<\/p>\n<\/p>\n

(b) Shares of the Corporation held by an administrator, executor, guardian or
\nconservator may be voted by that person, either in person or by proxy, without a
\ntransfer of such shares into that person’s name. Shares standing in the name of
\na trustee may be voted by that person, either in person or by proxy, but no
\ntrustee will be entitled to vote shares held by that person without a transfer
\nof such shares into that person’s name.<\/p>\n<\/p>\n<\/p>\n

(c) Shares of the Corporation standing in the name of a receiver or
\nbankruptcy trustee may be voted by that person, and shares held by or under the
\ncontrol of a receiver or bankruptcy trustee may be voted by that person without
\nthe transfer thereof into that person’s name if authority to do so is contained
\nin an appropriate order of the court by which that person was appointed or
\notherwise provided or permitted under applicable federal bankruptcy law.<\/p>\n<\/p>\n<\/p>\n

(d) A Shareholder whose shares are pledged will be entitled to vote such
\nshares until the shares have been transferred into the name of the pledgee, and
\nthereafter the pledgee will be entitled to vote the shares so transferred.<\/p>\n<\/p>\n<\/p>\n

(e) Shares of its own stock held by the Corporation in a fiduciary capacity,
\nwill not be voted at any meeting or counted in determining the total number of
\noutstanding shares at any given time.<\/p>\n<\/p>\n<\/p>\n

Section 14.<\/strong> Advance Notice of Nominations and
\nShareholder Proposals<\/u>.<\/strong> (a) All nominations of individuals for
\nelection to the Board at a meeting of the Shareholders and proposals of business
\nto be considered at a meeting of the Shareholders shall be made as set forth in
\nthis Section 14.<\/p>\n<\/p>\n<\/p>\n

(b) The procedures to be followed for an annual meeting of Shareholders are
\nas follows:<\/p>\n<\/p>\n<\/p>\n

(1) Nomination of individuals for election to the Board and proposal of
\nbusiness to be considered by the Shareholders may be made at an annual meeting
\nof Shareholders,<\/p>\n<\/p>\n<\/p>\n

(A) pursuant to the Corporation153s notice of meeting;<\/p>\n<\/p>\n<\/p>\n

(B) by or at the direction of the Board; or<\/p>\n<\/p>\n<\/p>\n

(C) by a Shareholder,<\/p>\n<\/p>\n<\/p>\n

(i) who was a Shareholder of record both at the time of giving of notice
\nprovided for in (b) of this Section 14 and at the time of the meeting and, in
\nthe case of proposals, who had continuously held at least $2,000 in market value
\nor at least 1% of the Company153s securities entitled to be voted on the matter at
\nthe meeting for at least one year by the date of submission of the proposal to
\nthe Company for inclusion on the agenda of the meeting;<\/p>\n<\/p>\n<\/p>\n

(ii) who is entitled to vote at the meeting; and<\/p>\n<\/p>\n<\/p>\n

(iii) who complied with the notice and other requirements set forth in this
\nSection 14.<\/p>\n<\/p>\n<\/p>\n

(2) For nominations or other business to be brought properly before an annual
\nmeeting by a Shareholder under (b)(1)(C) of this Section 14, the Shareholder
\nmust have given timely notice of it in writing to the Secretary as provided in
\nthis Section 14 and, in the case of a proposal of business, that business must
\nbe a proper subject for action by the Shareholder.<\/p>\n<\/p>\n<\/p>\n

(3) As used in (b)(2) of this Section 14, to be timely, a Shareholder153s
\nnotice must be delivered to the Secretary at the principal executive offices of
\nthe Corporation and received not less than 120 days nor more than 150 days prior
\nto the first anniversary of the release of the Corporation153s proxy statement to
\nShareholders for the preceding year153s annual meeting. However, in the event that
\nthe date of the annual meeting is advanced by more than 30 days or delayed by
\nmore than 60 days from such anniversary date, notice by the Shareholder, to be
\ntimely, must be so delivered and received not earlier than the 150th day prior
\nto that annual meeting and not later than the close of business on the later of
\nthe 120th day prior to that annual meeting or the 10th day following the day on
\nwhich public announcement of the date of that meeting is first made.<\/p>\n<\/p>\n<\/p>\n

(4) The Shareholder153s notice shall set forth the following:<\/p>\n<\/p>\n<\/p>\n

(A) as to each person whom the Shareholder proposes to nominate for election
\nor reelection as a director,<\/p>\n<\/p>\n<\/p>\n

(i) the name, age, business and residential addresses, and principal
\noccupation or employment of each proposed nominee;<\/p>\n<\/p>\n<\/p>\n

(ii) the class and number of shares of capital stock of the Corporation which
\nare beneficially owned by that nominee on the date of that notice;<\/p>\n<\/p>\n<\/p>\n

(iii) a description of all arrangements or understandings between the
\nShareholder and each nominee and the name of any other person or persons
\npursuant to which the nomination or nominations are to be made by the
\nShareholder;<\/p>\n<\/p>\n<\/p>\n

(iv) all other information relating to that nominee that is required to be
\ndisclosed in solicitation of proxies for election of directors, or is otherwise
\nrequired, in each case pursuant to Regulation 14A adopted pursuant to the
\nSecurities Exchange Act of 1934 or any successor provision; and<\/p>\n<\/p>\n<\/p>\n

(v) the written consent of each proposed nominee to being named as a nominee
\nin the proxy statement and to serve as a director of the Corporation if so
\nelected;<\/p>\n<\/p>\n<\/p>\n

(B) as to any other business that the Shareholder proposes to bring before
\nthe meeting, a brief description of the business desired to be brought before
\nthe meeting, the reasons for conducting that business at the meeting and any
\nmaterial interest in that business of the Shareholder and of the beneficial
\nowner, if any, on whose behalf the proposal is made; and<\/p>\n<\/p>\n<\/p>\n

(C) as to the Shareholder giving the notice and the beneficial owner, if any,
\non whose behalf the nomination or proposal is made,<\/p>\n<\/p>\n<\/p>\n

(i) the name and address of that Shareholder, as they appear on the
\nCorporation153s books, and of that beneficial owner, if any;<\/p>\n<\/p>\n<\/p>\n

(ii) the class and number of shares of stock of the Corporation which are
\nowned beneficially and of record by the Shareholder and that beneficial owner,
\nif any; and<\/p>\n<\/p>\n<\/p>\n

(iii) a representation that the Shareholder intends to appear in person or by
\nproxy at the meeting to nominate the person or persons specified in the notice
\nor to propose such other business.<\/p>\n<\/p>\n<\/p>\n

(5) The Corporation may require any proposed nominee to furnish any
\ninformation, in addition to that furnished pursuant to (b)(4)(A) of this Section
\n14, that the Corporation may reasonably require to determine the eligibility of
\nthe proposed nominee to serve as a director of the Corporation.<\/p>\n<\/p>\n<\/p>\n

(6) Notwithstanding the provisions of (b)(3) of this Section 14 to the
\ncontrary, in the event that the number of directors to be elected to the Board
\nis increased and there is no public announcement naming all of the nominees for
\ndirector or specifying the size of the increased Board made by the Corporation
\nat least 130 days prior to the first anniversary of the preceding year153s annual
\nmeeting, a Shareholder153s notice required by (b) of this Section 14 shall also be
\nconsidered timely, but only with respect to nominees for any new positions
\ncreated by that increase, if the notice shall be delivered to and received by
\nthe Secretary at the principal executive offices of the Corporation not later
\nthan the close of business on the 10th day following the day on which that
\npublic announcement is first made by the Corporation.<\/p>\n<\/p>\n<\/p>\n

(c) The procedures to be followed for a special meeting of Shareholders are
\nas follows:<\/p>\n<\/p>\n<\/p>\n

(1) Only such business shall be conducted and only such proposals shall be
\nacted upon at a special meeting of Shareholders as shall have been brought
\nbefore that meeting pursuant to the Corporation153s notice of meeting.<\/p>\n<\/p>\n<\/p>\n

(2) Nominations of persons for election to the Board may be made at a special
\nmeeting of Shareholders at which directors are to be elected,<\/p>\n<\/p>\n<\/p>\n

(A) by or at the direction of the Board; or<\/p>\n<\/p>\n<\/p>\n

(B) provided that the notice of the special meeting states that the purpose,
\nor one of the purposes, of that meeting is to elect directors at the meeting, by
\nany Shareholder who is a Shareholder of record both at the time of giving of
\nnotice provided for in this Section 14 and at the time of the meeting, who is
\nentitled to vote at the meeting and who complied with the notice and other
\nrequirements set forth in this Section 14.<\/p>\n<\/p>\n<\/p>\n

(3) In the event the Corporation calls a special meeting of Shareholders for
\nthe purpose of electing one or more directors to the Board, any such Shareholder
\nmay nominate a person or persons, as the case may be, for election to that
\nposition as specified in the Corporation153s notice of meeting, if the notice
\ncontaining the same information as would be required under (b)(2)-(6) of this
\nSection 14 for an annual meeting is delivered to and received by the Secretary
\nat the principal executive offices of the Corporation not earlier than the 150th
\nday prior to that special meeting and not later than the close of business on
\nthe later of the 120th day prior to that special meeting or the 10th day
\nfollowing the day on which public announcement is first made of the date of the
\nspecial meeting or of the nominees proposed by the Board to be elected at that
\nmeeting.<\/p>\n<\/p>\n<\/p>\n

(4) Proposals of business other than the nomination of persons for election
\nto the Board may be considered at a special meeting requested by Shareholders in
\naccordance with Section 3 of this Article III only if the Shareholders give a
\nnotice containing the same information as would be required under (b)(2)-(6) of
\nthis Section 14 for an annual meeting at the time those Shareholders requested
\nthe meeting.<\/p>\n<\/p>\n<\/p>\n

(d) The following provisions apply to Shareholder meetings generally:<\/p>\n<\/p>\n<\/p>\n

(1) Only persons who are nominated in accordance with the procedure set forth
\nin this Section 14 shall be eligible to serve as directors, and only such
\nbusiness shall be conducted at a meeting of Shareholders as shall have been
\nbrought before the meeting in accordance with the procedures set forth in this
\nSection 14.<\/p>\n<\/p>\n<\/p>\n

(2) The Board may reject any nomination or Shareholder proposal submitted for
\nconsideration at any meeting of Shareholders which is not made in accordance
\nwith the provisions of this Section 14 or which is not a proper subject for
\nShareholder action in accordance with provisions of applicable law.<\/p>\n<\/p>\n<\/p>\n

(3) Should the Board fail to consider the validity of a nomination or
\nShareholder proposal, the presiding officer of the meeting shall have the power
\nand duty,<\/p>\n<\/p>\n<\/p>\n

(A) to determine whether a nomination or any business proposed to be brought
\nbefore the meeting was made in accordance with the provisions of this Section 14
\nand is a proper subject for Shareholder action in accordance with provisions of
\napplicable law; and<\/p>\n<\/p>\n<\/p>\n

(B) if any proposed nomination or business is not in compliance with this
\nSection 14 or is not a proper subject for Shareholder action, to declare that
\nthe defective nomination or proposal is disregarded.<\/p>\n<\/p>\n<\/p>\n

(4) The provisions of (d) of this Section 14 shall not prevent the
\nconsideration and approval or disapproval at the meeting of reports of officers,
\ndirectors and committees of the Board. However, in connection with such reports,
\nno new business shall be acted upon at the meeting unless stated, submitted and
\nreceived in accordance with the provisions of this Section 14.<\/p>\n<\/p>\n<\/p>\n

(5) For purposes of this Section 14,<\/p>\n<\/p>\n<\/p>\n

(A) “public announcement” means disclosure in a press release reported by the
\nDow Jones News Service, Associated Press, Reuters or comparable news service or
\nin a document publicly filed by the Corporation with the Securities and Exchange
\nCommission pursuant to Section 13,14, or 15(d) of the Securities Exchange Act of
\n1934 or any successor provision; and<\/p>\n<\/p>\n<\/p>\n

(B) in no event shall the public announcement of a postponement or
\nadjournment of a meeting commence a new time period for giving of a
\nShareholder153s notice pursuant to this Section 14.<\/p>\n<\/p>\n<\/p>\n

(6) A Shareholder may submit no more than one proposal to the Corporation for
\na particular meeting of Shareholders. The proposal, including any accompanying
\nsupporting statement, may not exceed 500 words.<\/p>\n<\/p>\n<\/p>\n

(7) The Corporation may exclude a Shareholder proposal for any of the
\nfollowing substantive reasons:<\/p>\n<\/p>\n<\/p>\n

(A) would be improper under state law;<\/p>\n<\/p>\n<\/p>\n

(B) would be a violation of law;<\/p>\n<\/p>\n<\/p>\n

(C) would be a violation of proxy rules;<\/p>\n<\/p>\n<\/p>\n

(D) is a personal grievance or special interest;<\/p>\n<\/p>\n<\/p>\n

(E) is not relevant;<\/p>\n<\/p>\n<\/p>\n

(F) Corporation lacks power or authority to implement;<\/p>\n<\/p>\n<\/p>\n

(G) relates to management functions;<\/p>\n<\/p>\n<\/p>\n

(H) relates to election;<\/p>\n<\/p>\n<\/p>\n

(I) conflicts with the Corporation153s proposal;<\/p>\n<\/p>\n<\/p>\n

(J) was substantially implemented;<\/p>\n<\/p>\n<\/p>\n

(K) substantially duplicates another proposal to be addressed at the meeting;\n<\/p>\n<\/p>\n<\/p>\n

(L) is a resubmission of another proposal; or<\/p>\n<\/p>\n<\/p>\n

(M) relates to a specific amount of dividend.<\/p>\n<\/p>\n<\/p>\n

(8) Notwithstanding the other provisions of this Section 14, a Shareholder
\nshall also comply with all applicable requirements of state law and the
\nSecurities Exchange Act of 1934 and the rules and regulations adopted under that
\nact with respect to the matters set forth in this Section 14. Nothing in this
\nSection 14 shall be deemed to affect any rights of Shareholders to request
\ninclusion of proposals in, or the Corporation153s right to omit proposals from,
\nthe Corporation153s proxy statement pursuant to Rule 14a-8 under that act or any
\nsuccessor provision.<\/p>\n<\/p>\n<\/p>\n

Section 15.<\/strong> Shareholder
\nRecommendations<\/u>.<\/strong> A Shareholder may make a recommendation of a
\ncandidate for nomination and election to the Board subject to specific
\nprocedures and limitations as set forth in the Company’s Nominating and
\nCorporate Governance Committee Charter approved by the Board.<\/p>\n<\/p>\n<\/p>\n

ARTICLE IV<\/strong><\/p>\n

\n<\/p>\n

BOARD OF DIRECTORS<\/strong><\/p>\n

\n<\/p>\n

Section 1.<\/strong> General Authority<\/u>.<\/strong> The
\nproperty, business and affairs of the Corporation shall be managed and
\ncontrolled by its Board, which may exercise all such powers of the Corporation
\nand do all such lawful acts and things as are not by applicable law or the
\nArticles of Incorporation or these Bylaws directed or required to be exercised
\nor done by the Shareholders.<\/p>\n<\/p>\n<\/p>\n

Section 2.<\/strong> Number, Qualifications and Term of
\nOffice<\/u>.<\/strong> (a) The governing body of this Corporation shall be the
\nBoard, subject to the following:<\/p>\n<\/p>\n<\/p>\n

(1) The number of directors shall not be less than three nor more than
\ntwelve; provided that (A) the number of directors shall be fixed by the Board
\nfrom time to time by a vote of at least a simple majority of the whole Board at
\na regular or special meeting called by written notice, which notice shall
\ninclude notice to change the number of directors and (B) no decrease in the
\nnumber of directors shall have the effect of shortening the term of an incumbent
\ndirector;<\/p>\n<\/p>\n<\/p>\n

(2) Until changed as provided in this Section 2, the number of directors on
\nthe Board shall be seven;<\/p>\n<\/p>\n<\/p>\n

(3) Each director shall be of a legal age, which shall be defined for
\npurposes of this Section 2 as an age between and including 21 and 75 years, and
\nin the event a person shall reach the upper limit of that age while a director,
\nthat person’s term as director shall immediately terminate and that director
\nshall resign from the Board;<\/p>\n<\/p>\n<\/p>\n

(4) Each nominee as, and each person appointed or otherwise elected as, a
\ndirector of the Board shall at all times satisfy other qualifications as set
\nforth in the Company’s Nominating and Corporate Governance Committee Charter
\napproved by the Board; and<\/p>\n<\/p>\n

(5) Directors on the Board shall not need to be Shareholders and shall not
\nneed to be residents of the State of Alaska.<\/p>\n<\/p>\n<\/p>\n

(b) Upon the establishment of the Board as having three or more members
\n(“Class Date”), the Board will be divided into three classes: Class I, Class II
\nand Class III. Each such class will consist, as nearly as possible, of one-third
\nof the whole number of the Board. Directors in office on the Class Date will be
\ndivided among such classes and in such manner, consistent with the provisions of
\nthis Article IV, as the Board may determine by resolution. The initial Class I
\ndirectors so determined shall serve until the next Annual Meeting following such
\ndate. The initial Class II directors so determined shall serve until the second
\nAnnual Meeting following such date. The initial Class III directors so
\ndetermined shall serve until the third Annual Meeting following such date. In
\nthe case of each such class, such directors shall serve, subject to their
\nearlier death, resignation or removal in accordance with the Articles of
\nIncorporation, these Bylaws and the laws of the State of Alaska, until their
\nrespective successors shall be elected and shall qualify. At each Annual Meeting
\nafter the date of such filing, the directors chosen to succeed those whose terms
\nshall have expired shall be elected to hold office for a term to expire at the
\nthird succeeding Annual Meeting after their election and, subject to their
\nearlier death, resignation or removal in accordance with the Articles of
\nIncorporation, these Bylaws and the laws of the State of Alaska, until their
\nrespective successors shall be elected and shall qualify. If the number of
\ndirectors is changed, any increase or decrease shall be apportioned among such
\nclasses so as to maintain all classes as equal in number as possible, and any
\nadditional director elected to any class shall hold office for a term which
\nshall coincide with the terms of the other directors in such class.<\/p>\n<\/p>\n<\/p>\n

(c) As used in these Bylaws, the terms “whole Board” or “entire Board” shall
\nmean the number of directors the Corporation would have under these Bylaws at
\nthe time of determination if there were no vacancies.<\/p>\n<\/p>\n<\/p>\n

Section 3.<\/strong> Elections<\/u>.<\/strong> (a) Other than
\nas provided in Section 2 of this Article IV, the directors of the Corporation
\nshall be elected at the Annual Meeting or at a special meeting of Shareholders
\ncalled for that purpose, by at least a simple majority of the quorum for that
\nmeeting.<\/p>\n<\/p>\n<\/p>\n

(b) Any vacancy occurring in the Board caused by death, resignation, removal
\nand any newly created directorship resulting from an increase in the number of
\ndirectors on the Board, may be filled by the directors then in office, although
\nsuch directors are less than a quorum, or by the sole remaining director. Each
\ndirector chosen to fill a vacancy or a newly created directorship shall hold
\noffice until the next election of the Class for which such director shall have
\nbeen chosen or, if no class is established, then until the next election of
\ndirectors and, subject to that director’s earlier death, resignation or removal
\nin accordance with the Articles of Incorporation, these Bylaws and the laws of
\nthe State of Alaska, until that director’s successor shall be duly elected and
\nshall qualify.<\/p>\n<\/p>\n<\/p>\n

(c) Any director may resign at any time by giving written notice to the Board
\nof Directors, the President, Chairman of the Board, or the Secretary of the
\nCorporation. Any such resignation will take effect upon receipt of such notice
\nor at any later time specified in the notice. Unless otherwise specified in the
\nnotice, the acceptance of such resignation will not be necessary to make any
\npostdated resignation by notice in writing to the resigning director. In the
\nevent the resignation of a director is tendered to take effect at a future time,
\na successor may be elected to take office when the resignation becomes
\neffective.<\/p>\n<\/p>\n<\/p>\n

(d) The Shareholders may elect a director to fill any vacancy not filled by
\nthe Board.<\/p>\n<\/p>\n<\/p>\n

(e) The term of a director terminates upon the election and qualification of
\na successor.<\/p>\n<\/p>\n<\/p>\n

Section 4.<\/strong> Removal of Directors<\/u>.<\/strong>
\n(a) The entire Board or any individual director may be removed from office, at
\nan Annual Meeting or a special meeting of Shareholders called for that purpose,
\nby at least, a majority vote of a quorum of Shareholders for that meeting.<\/p>\n<\/p>\n<\/p>\n

(b) If, after the filling of a vacancy by the Board, the directors who have
\nbeen elected by the Shareholders constitute less than a majority of the
\ndirectors, a holder or holders of an aggregate of 10 percent or more of the
\nshares outstanding at the time may call a special meeting of Shareholders to
\nelect the entire Board.<\/p>\n<\/p>\n<\/p>\n

(c) The Board may declare vacant the office of a director who has been
\ndeclared of unsound mind by a court order.<\/p>\n<\/p>\n<\/p>\n

(d) The superior court may, at the suit of the Board or of Shareholders
\nholding at least 10 percent of the number of outstanding shares of any class,
\nremove from office a director for fraudulent or dishonest acts, gross neglect of
\nduty, or gross abuse of authority or discretion with reference to the
\nCorporation and may bar from reelection a director removed in that manner for a
\nperiod prescribed by the court. In this instance, the Corporation will be made a
\nparty to the suit.<\/p>\n<\/p>\n<\/p>\n

(e) Except as set forth in (a)-(d) of this Section 4, a director may not be
\nremoved from office before the expiration of the term of office of that
\ndirector.<\/p>\n<\/p>\n<\/p>\n

Section 5.<\/strong> Executive Committee<\/u>.<\/strong> (a)
\nBy the affirmative vote of at least 75 percent of the directors, the Board may
\ndesignate an Executive Committee, all of whose members shall be directors, to
\nmanage and operate the affairs of the Corporation or particular properties or
\nenterprises of the Corporation, except to the extent Shareholder authorization
\nis required by law, the Articles of Incorporation or these Bylaws. The Executive
\nCommittee will have the power, as set forth by resolution of the Board or these
\nBylaws to perform or authorize any act that could be done or accomplished by the
\nmajority action of all the directors of the Corporation, except as provided in
\n(b) of this Section 5. The Executive Committee shall keep minutes of its
\nmeetings and report to the Board not less often than quarterly on its activities
\nand shall be responsible to the Board for the conduct of the enterprises and
\naffairs entrusted to it.<\/p>\n<\/p>\n<\/p>\n

(b) The following areas of responsibility are expressly reserved to the Board
\nand will not be delegated to any committees of the Board:<\/p>\n<\/p>\n<\/p>\n

(1) Declaring dividends or distributions;<\/p>\n<\/p>\n<\/p>\n

(2) Approving or recommending to Shareholders actions or proposals required
\nby the Alaska Corporations Code to be approved by Shareholders;<\/p>\n<\/p>\n<\/p>\n

(3) Designating candidates for the office of director, for purposes of proxy
\nsolicitation or otherwise, or fill vacancies on the board or any committee of
\nthe board;<\/p>\n<\/p>\n<\/p>\n

(4) Amending the Bylaws;<\/p>\n<\/p>\n<\/p>\n

(5) Approving a plan or merger not requiring Shareholder approval;<\/p>\n<\/p>\n<\/p>\n

(6) Capitalizing retained earnings;<\/p>\n<\/p>\n<\/p>\n

(7) Authorizing or approving the reacquisition of shares unless under a
\ngeneral formula or method specified by the board;<\/p>\n<\/p>\n<\/p>\n

(8) Authorizing or approving the issuance or sale of, or a contract to issue
\nor sell, shares or designating the terms of a series of a class of shares,
\nunless the Board, having acted regarding general authorization for the issuance
\nor sale of shares, a contract to issue or sell, or the designation of a series,
\nauthorizes a committee, under a general formula or method specified by the Board
\nby resolution or by adoption of a stock option or other plan, to fix the terms
\nof a contract for the sale of the shares and to fix the terms upon which the
\nshares may be issued or sold, including, without limitation, the price, the
\ndividend rate, provisions for redemption, sinking fund, conversion, voting or
\npreferential rights, and provisions for other features of a class of shares, or
\na series of a class of shares, with full power in the committee to adopt a final
\nresolution setting out all the terms of a series for filing with the
\ncommissioner of the Department of Community & Economic Development under the
\nAlaska Corporations Code; or<\/p>\n<\/p>\n<\/p>\n

(9) Authorizing, approving, or ratifying contracts or other transactions
\nbetween the Corporation and one or more of its directors, or between the
\nCorporation and a corporation, firm, or association in which one or more of its
\ndirectors has a material financial interest as defined under AS 10.06.478 of the
\nAlaska Corporations Code.<\/p>\n<\/p>\n<\/p>\n

(c) The designation of a committee, the delegation to the committee of
\nauthority, or action by the committee under that authority does not alone
\nconstitute compliance by a member of the Board or that committee with the
\nresponsibility to act in good faith, in a manner the member reasonably believes
\nto be in the best interests of the Corporation, and with the care, including
\nreasonable inquiry, as an ordinarily prudent person in a like position would use
\nunder similar circumstances.<\/p>\n<\/p>\n<\/p>\n

Section 6.<\/strong> Other Committees<\/u>.<\/strong> The
\nBoard may, by resolution, establish committees other than an Executive Committee
\nand shall specify with particularity the powers and duties of any such
\ncommittee. All committees of the Board including the Executive Committee shall
\nserve at the pleasure of the Board, keep minutes of their meetings; have such
\nnames as the Board, by resolution, may determine; and be responsible to the
\nBoard for the conduct of the enterprises and affairs entrusted to them. All such
\ncommittees will each have at least two or more members, all of whom will serve
\nat the pleasure of the Board.<\/p>\n<\/p>\n<\/p>\n

Section 7.<\/strong> Place of Meetings<\/u>.<\/strong> The
\ndirectors may hold their meetings in such place or places as the Board may from
\ntime to time by resolution determine.<\/p>\n<\/p>\n<\/p>\n

Section 8.<\/strong> Meetings<\/u>.<\/strong> Regular or
\nspecial meetings of the Board or of a committee of the Board will be held at
\nsuch place as may be designated from time to time by the Board or any other
\nperson calling the meeting, and such meetings may be called by the Chairman of
\nthe Board, the President, a Vice President, the Secretary, or a director.<\/p>\n<\/p>\n<\/p>\n

Section 9.<\/strong> Quorum<\/u>.<\/strong> (a) The presence
\nof a majority of the number of directors fixed by the Articles of Incorporation
\nat a meeting of the Board duly assembled will constitute a quorum for the
\ntransaction of business, and the act of a majority of the directors present at
\nany meeting at which a quorum is present will be the act of the Board, except as
\nmay be otherwise specifically provided by the Articles of Incorporation or by
\nthese Bylaws. If a quorum initially is not present at any meeting of directors,
\nthe directors present at that meeting may adjourn the meeting from time to time,
\nwithout notice other than announcement at the meeting, until a quorum is
\npresent.<\/p>\n<\/p>\n<\/p>\n

(b) The presence of a majority of the number of directors at a meeting of a
\ncommittee of the Board duly assembled will constitute a quorum for the
\ntransaction of business, and the act of majority of the directors present at any
\nmeeting at which a quorum is present will be the act of that committee, except
\nas may be otherwise specifically provided by the Articles of Incorporation or
\nthese Bylaws. If a quorum initially is not present at any meeting of a committee
\nof the Board, the members present at that meeting may adjourn the meeting from
\ntime to time, without notice other than announcement at the meeting, until a
\nquorum is present.<\/p>\n<\/p>\n<\/p>\n

Section 10.<\/strong> Action Without a
\nMeeting<\/u>.<\/strong> Any action that may be taken at a meeting of the Board or
\na committee of the Board may be taken without a meeting if identical consents in
\nwriting describing the action so taken are signed by all of the directors or
\nmembers of such committee entitled to vote with respect to the subject matter
\nthereof. Each such consent in writing shall be filed with the minutes of the
\nproceedings of the Board.<\/p>\n<\/p>\n<\/p>\n

Section 11.<\/strong> Order of Business<\/u>.<\/strong> At
\nmeetings of the Board, business shall be transacted in such order as the Board
\nmay by resolution determine. At all meetings of the Board, the Chairman of the
\nBoard, or in that person’s absence, the President, or in that person’s absence
\nthe director designated as the chairman of the meeting by the majority of the
\ndirectors present, shall preside.<\/p>\n<\/p>\n<\/p>\n

Section 12.<\/strong> Director’s Compensation<\/u>.<\/strong>
\nDirectors shall receive such compensation and reimbursement of any expenses
\nincidental to the performance of their duties as the Board shall determine by
\nresolution. Such compensation may be in addition to any compensation received by
\nthe members of the Board in any other capacity.<\/p>\n<\/p>\n<\/p>\n

Section 13.<\/strong> Minutes<\/u>.<\/strong> The Board shall
\nkeep written minutes of its meetings. In the event the Secretary of the
\nCorporation is not a member of the Board, the Board shall prescribe by a
\nresolution the officer or other person who shall be charged with the
\nresponsibility of keeping and maintaining such minutes.<\/p>\n<\/p>\n<\/p>\n

Section 14.<\/strong> Notice and Waiver of
\nNotice<\/u>.<\/strong> (a) The first meeting of each newly elected Board will be
\nheld, without notice, immediately following the adjournment of the corresponding
\nAnnual Meeting, or as soon thereafter as is practicable.<\/p>\n<\/p>\n<\/p>\n

(b) Regular meetings of the Board or a committee of the Board may be held,
\nwithout notice, at such time and place, as will from time to time be fixed by
\nthe Board or these Bylaws.<\/p>\n<\/p>\n<\/p>\n

(c) Special meetings of the Board or a committee of the Board will be held
\nupon either notice in writing sent 10 days before the meeting or notice by
\nelectronic means, personal messenger, or comparable person-to-person
\ncommunication given at least 72 hours before the meeting. The notice must
\ninclude disclosure of the business to be transacted and the purpose of the
\nmeeting.<\/p>\n<\/p>\n<\/p>\n

(d) Whenever under the provisions of statutes, of the Articles of
\nIncorporation, or of these Bylaws, notice is required to be given to any
\ndirector or Shareholder, it will be given in writing, by mail or telegram,
\naddressed to such director or Shareholder at such address as appears on the
\nrecords of the Corporation with postage thereon prepaid, and such notice by mail
\nwill be deemed to be given at the time when deposited in the United States mail.\n<\/p>\n<\/p>\n<\/p>\n

(e) Attendance of a Shareholder, either in person or by proxy, or of a
\ndirector at a meeting will constitute a waiver or notice of such meeting, except
\nwhere an appearance is made for the express purpose of objecting to the
\ntransaction of any business because the meeting is not lawfully called or
\nconvened.<\/p>\n<\/p>\n<\/p>\n

(f) Whenever any notice is required to be given under the provisions of
\nstatutes, the Articles of Incorporation or these Bylaws, a waiver of the notice
\nin writing, signed by the person entitled to the notice either before or after
\nthe time stated in the notice will be deemed equivalent to the giving of that
\nnotice.<\/p>\n<\/p>\n<\/p>\n

Section 15.<\/strong> Dividends<\/u>.<\/strong> Subject
\nalways to the provisions of the laws of the State of Alaska and the Articles of
\nIncorporation, the Board shall have full power to determine whether any, and if
\nso what part, of the funds legally available for the payment of dividends shall
\nbe declared in dividends and paid to the Shareholders. The Board may fix a sum
\nwhich may be set aside or reserved over and above the paid-in capital of the
\nCorporation for working capital or as a reserve for any proper purpose, and from
\ntime to time may increase, diminish and vary such funds in the Board’s absolute
\njudgment and discretion. Dividends upon the shares of stock of the Corporation,
\nsubject always to the mentioned provisions, may be declared by the Board at any
\nregular or special meeting of the Board, payable in cash, property or shares of
\nthe Corporation’s stock.<\/p>\n<\/p>\n<\/p>\n

Section 16.<\/strong> Meetings Held Other Than in
\nPerson<\/u>.<\/strong> Members of the Board or any committee thereof may
\nparticipate in a meeting of the Board or such committee, as the case may be, by
\nmeans of a conference telephone network or similar communications method by
\nwhich all persons participating in the meeting can hear each other, and such
\nparticipation shall constitute presence in person at the meeting.<\/p>\n<\/p>\n<\/p>\n

ARTICLE V<\/strong><\/p>\n

\n<\/p>\n

OFFICERS<\/strong><\/p>\n

\n<\/p>\n

Section 1.<\/strong> Number and Tenure<\/u>.<\/strong> The
\nBoard shall elect from its members a Chairman of the Board and a President. The
\nBoard shall also elect a Secretary, a Treasurer and a Registered Agent. The
\nBoard may also elect, from time to time, such Vice Presidents and other or
\nadditional officers as in its opinion are desirable or required for the conduct
\nof the business of the Corporation. Any of the officers of the Corporation may
\nor may not be directors, except that the Chairman of the Board and the President
\nshall be directors. The officers of the Corporation shall hold office until the
\nfirst meeting of the Board following the Annual Meeting next following their
\nrespective election and, subject to their earlier death, resignation or removal
\nin accordance with the Articles of Incorporation, these Bylaws and the laws of
\nthe State of Alaska, until their successors are chosen and qualify.<\/p>\n<\/p>\n<\/p>\n

Section 2.<\/strong> Discretion<\/u>.<\/strong> In its
\ndiscretion, the Board, by the vote of a majority of the whole Board, may leave
\nany office, except that of President, Treasurer, Secretary or Registered Agent,
\nunfilled for any such period as it may fix by resolution. Subject to the laws of
\nthe State of Alaska, any officer or agent of the corporation may be removed at
\nany time by the affirmative vote of at least 75 percent of the whole Board.<\/p>\n<\/p>\n<\/p>\n

Section 3.<\/strong> Chairman of the Board<\/u>.<\/strong>
\nThe Chairman of the Board shall be a director and, when present, shall preside
\nat all meetings of the Board. Except as may be required otherwise to maintain
\nthe Company’s capital stock registered under the Securities Exchange Act of 1934
\nand to maintain the Company’s access to the status of one or more of its classes
\nof common stock each as a national market system stock on the Nasdaq Stock
\nMarket, the Chairman of the Board shall : (i) by resolution of the Board be a
\nmember of one or more of the standing committees of the Board; (ii) be a member
\nof, and the Chairman of, the Executive Committee; (iii) perform such other
\nduties as may be prescribed from time to time by the Board or by these Bylaws;
\n(iv) have the powers of the President; and (v) have the power to delegate any of
\nthe Chairman’s powers, on a temporary or permanent basis, to the President.<\/p>\n<\/p>\n<\/p>\n

Section 4.<\/strong> President<\/u>.<\/strong> The President
\nshall be the chief executive officer of the Corporation. The President shall be
\na member of the Board. The President shall exercise such duties as customarily
\npertain to the office of President and shall have general and active supervision
\nover the property, business and affairs of the Corporation and over its several
\nofficers. The President may appoint and terminate the appointment or election of
\nofficers, agents, or employees other than those appointed or elected by the
\nBoard. The President may sign, execute and deliver, in the name of the
\nCorporation, powers of attorney, contracts, bonds and other obligations which
\nimplement policies established by the Board, and shall perform such other duties
\nas may be prescribed from time to time by the Board or by these Bylaws.<\/p>\n<\/p>\n<\/p>\n

Section 5.<\/strong> Vice Presidents<\/u>.<\/strong> Vice
\nPresidents shall have such distinguishing titles, powers and perform such duties
\nas may be assigned to them by the Chairman of the Board, the President, the
\nExecutive Committee or the Board. In the absence or disability of the Chairman
\nof the Board and the President, any Vice President designated by the Board may
\nperform the duties and exercise the powers of the President. A Vice President
\nmay sign and execute contracts and other obligations pertaining to the regular
\ncourse of duties of that office which implement policies established by the
\nBoard and shall perform such other duties as may be prescribed from time to time
\nby the Board or these Bylaws.<\/p>\n<\/p>\n<\/p>\n

Section 6.<\/strong> Treasurer<\/u>.<\/strong> The Treasurer
\nshall be the chief financial officer and, unless the Board otherwise declares by
\nresolution, the chief accounting officer of the Corporation. Unless the Board
\notherwise declares by resolution, the Treasurer shall have general custody of
\nall the funds and securities of the Corporation and have general supervision of
\nthe collection and disbursement of funds of the Corporation. The Treasurer shall
\nendorse for collection on behalf of the Corporation checks, notes and other
\nobligations, and shall deposit the same to the credit of the Corporation in such
\nbank or banks or depository as the Board may designate. The Treasurer may sign,
\nwith the Chairman of the Board, President, or such other person or persons as
\nmay be designated for the purpose by the Board, all bills of exchange or
\npromissory notes of the Corporation. The Treasurer shall enter or cause to be
\nentered regularly in the books of the Corporation a full and accurate account of
\nall moneys received and paid by the Treasurer on account of the Corporation;
\nshall at all reasonable times exhibit books and accounts of the Treasurer to any
\ndirector of the Corporation upon application at the office of the Corporation
\nduring business hours; and, whenever required by the Board or the President,
\nshall render a statement of accounts for the Corporation. The Treasurer shall
\nperform such other duties as may be prescribed from time to time by the Board or
\nby the Bylaws. The Treasurer may be required to give bond for the faithful
\nperformance of duties of that office in such sum and with such surety as shall
\nbe approved by the Board. The Board may authorize one or more accounting firms
\nto perform any act or discharge any responsibility of the Treasurer. Any
\nindividual appointed by the Board as Assistant Treasurer shall, in the absence
\nor disability of the Treasurer, perform the duties and exercise the powers of
\nthe Treasurer and shall perform such other duties and have such other powers as
\nthe Board may from time to time prescribe.<\/p>\n<\/p>\n<\/p>\n

Section 7.<\/strong> Secretary<\/u>.<\/strong> Subject to
\nSection 8 of Article III and Section 13 of Article IV of these Bylaws, the
\nSecretary shall keep the minutes of all meetings of the Shareholders and of the
\nBoard, and to the extent ordered by the Board, the Chairman of the Board or the
\nPresident, will keep the minutes of meetings of all committees. The Secretary
\nshall cause notice to be given of meetings of Shareholders, of the Board and of
\nany committee appointed by the Board. The Secretary shall have custody of the
\ncorporate seal and minutes and records relating to the conduct and acts of the
\nShareholders and the Board, which shall, at all reasonable times, be open to the
\nexamination of any director. The Secretary or any Assistant Secretary appointed
\nby the Board may certify the record of proceedings of the meetings of the
\nShareholders or of the Board and of resolutions adopted at such meetings; may
\nsign or attest certificates, statements or reports required to be filed with
\ngovernmental bodies or officials; may sign acknowledgments of instruments; may
\ngive notices of meetings; and shall perform such other duties and have such
\nother powers as the Board may from time to time prescribe.<\/p>\n<\/p>\n<\/p>\n

Section 8.<\/strong> Registered Agent<\/u>.<\/strong> The
\nRegistered Agent for the Corporation may be an individual or corporation,
\nresident or located in Alaska. The Registered Agent shall have such duties and
\nresponsibilities as are prescribed by the laws of the State of Alaska.<\/p>\n<\/p>\n<\/p>\n

Section 9.<\/strong> Bank Accounts<\/u>.<\/strong> In
\naddition to such bank accounts as may be authorized in the usual manner by
\nresolution of the Board, the Treasurer, with approval of the Chairman of the
\nBoard or the President, may authorize such bank accounts to be opened or
\nmaintained in the name and on behalf of the Corporation as may be deemed
\nnecessary or appropriate by the Treasurer, provided payments from such bank
\naccounts are to be made upon and according to the check of the Corporation,
\nwhich may be signed jointly or singularly by either manual or facsimile
\nsignature or signatures of such officers or bonded employees of the Corporation
\nas shall be specified in the written instructions of the Treasurer or Assistant
\nTreasurer with the approval of the Chairman of the Board or the President.<\/p>\n<\/p>\n<\/p>\n

Section 10.<\/strong> Vacancies<\/u>.<\/strong> In case any
\noffice shall become vacant, the Board shall have power to fill such vacancy. In
\ncase of the absence or disability of any officer, the Board may delegate the
\npowers or duties of such officer to another officer in the Corporation, or to a
\ndirector.<\/p>\n<\/p>\n<\/p>\n

Section 11.<\/strong> Proxies<\/u>.<\/strong> Unless
\notherwise directed by the Board, the Chairman of the Board or the President, or
\nthe designees of either of these two officers shall have full power and
\nauthority on behalf of the Corporation to attend and to vote upon all matters
\nand resolutions at any meeting of Shareholders of any corporation in which this
\nCorporation may hold stock, and may exercise on behalf of this Corporation any
\nand all of the rights and powers incident to the ownership of such stock at any
\nsuch meeting, whether regular or special, and at all adjournments thereof, and
\nshall have power and authority to execute and deliver proxies and consents on
\nbehalf of this Corporation in connection with the exercise by this Corporation
\nof the rights and powers incident to the ownership of such stock, with full
\npower of substitution or revocation.<\/p>\n<\/p>\n<\/p>\n

Section 12.<\/strong> Dual Offices<\/u>.<\/strong> A person
\nmay hold more than one corporate office, except that a person must not
\nsimultaneously hold the offices of President and Secretary.<\/p>\n<\/p>\n<\/p>\n

Section 13.<\/strong> Salaries<\/u>.<\/strong> The salaries
\nof all executive officers of the Corporation shall be fixed by the Board from
\ntime to time. No officer shall be ineligible to receive such salary by reason of
\nthe fact that that officer is also a director of the Corporation and receiving
\ncompensation therefor or that that officer devotes less than full time during
\nnormal business hours to the performance of that officer’s duties as an officer
\nof the Corporation.<\/p>\n<\/p>\n<\/p>\n

ARTICLE VI<\/strong><\/p>\n

\n<\/p>\n

INDEMNIFICATION<\/strong><\/p>\n

\n<\/p>\n

Section 1.<\/strong> Non-Derivative Actions<\/u>.<\/strong>
\nThe Corporation will indemnify any person who was or is a party or is threatened
\nto be made a party to any threatened, pending or completed action, suit or
\nproceeding, whether civil, criminal, administrative or investigative (other than
\nan action by or in the right of the Corporation) by reason of or arising from
\nthe fact that that person is or was a director, officer, employee, or agent of
\nthe Corporation, or is or was serving at the request of the Corporation as a
\ndirector, officer, employee or agent of another corporation, partnership, joint
\nventure, trust or other enterprise. Amounts paid in settlement actually and
\nreasonably incurred by that person in connection with such action, suit or
\nproceeding may include reimbursement of expenses, attorney fees, judgments,
\nfines, and amounts paid in settlement actually and reasonably incurred by that
\nperson in connection with the action or proceedings if that person acted in good
\nfaith and in a manner that that person reasonably believed to be in or not
\nopposed to the best interests of the Corporation and, with respect to any
\ncriminal action or proceeding, had no reasonable cause to believe the conduct
\nwas unlawful. The termination of any action, suit and proceeding by judgment,
\norder, settlement, conviction, or upon a plea of nolo<\/u> contendere<\/u>
\nor its equivalent, will not of itself create a presumption that the person did
\nnot act in good faith and in a manner which that person reasonably believed to
\nbe in or not opposed to the best interests of the Corporation and, with respect
\nto any criminal action or proceeding, the person had reasonable cause to believe
\nthat the conduct was unlawful.<\/p>\n<\/p>\n<\/p>\n

Section 2.<\/strong> Derivative Actions<\/u>.<\/strong> The
\nCorporation will indemnify any person who was or is a party or is threatened to
\nbe made a party to any threatened, pending or completed action or suit by or in
\nthe right of the Corporation to procure a judgment in its favor by reason for
\narising from the fact that he is or was a director, officer, employee or agent
\nof the Corporation, or is or was serving at the request of the Corporation as a
\ndirector, officer, employee or agent of another corporation, partnership, joint
\nventure, trust or other enterprise. This indemnification will cover
\nreimbursement for expenses (including attorney fees) actually and reasonably
\nincurred by that person in connection with the defense or settlement of such
\naction if that person acted in good faith and in a manner that person reasonably
\nbelieved to be in or not opposed to the best interests of the Corporation.<\/p>\n<\/p>\n<\/p>\n

Section 3.<\/strong> Reimbursement Conditions<\/u>.<\/strong>
\n(a) Indemnification will not be made in respect of any claim, issue, or matter
\nas to which the person has been adjudged to be liable for negligence or
\nmisconduct in the performance of the person’s duty to the Corporation, except to
\nthe extent that the court in which the action was brought determines upon
\napplication that, despite the adjudication of liability, in view of all the
\ncircumstances of the case, the person is fairly and reasonably entitled to
\nindemnity for expenses that the court considers proper.<\/p>\n<\/p>\n<\/p>\n

(b) To the extent that a director, officer, employee, or agent of the
\nCorporation has been successful on the merits or otherwise in defense of an
\naction or proceeding as described in Sections 1 and 2 of this Article VI or in
\ndefense of a claim, issue, or matter in the action or proceeding, the director,
\nofficer, employee, or agent will be indemnified against expenses and attorney
\nfees actually and reasonably incurred in connection with the defense.<\/p>\n<\/p>\n<\/p>\n

(c) Unless otherwise ordered by a court, indemnification under Sections 1 or
\n2 of this Article VI may only be made by the Corporation upon a determination
\nthat indemnification of the director, officer, employee, or agent is proper in
\nthe circumstances because the director, officer, employee, or agent has met the
\napplicable standard of conduct set out in those sections. The determination will
\nbe made by:<\/p>\n<\/p>\n<\/p>\n

(1) The Board by at least a majority vote of a quorum consisting of directors
\nwho were not parties to the action or proceeding; or<\/p>\n<\/p>\n<\/p>\n

(2) Independent legal counsel in a written opinion if a quorum under (c)(1)
\nof this Section 3 is<\/p>\n<\/p>\n<\/p>\n

(A) not obtainable;<\/p>\n<\/p>\n<\/p>\n

(B) obtainable but a majority of disinterested directors so directs; or<\/p>\n<\/p>\n<\/p>\n

(C) Approval of the outstanding shares of the Corporation.<\/p>\n<\/p>\n<\/p>\n

(d) The Corporation may pay or reimburse the reasonable expenses incurred in
\ndefending a civil or criminal action or proceeding in advance of the final
\ndisposition in the manner provided in (c) of this Section 3 if:<\/p>\n<\/p>\n<\/p>\n

(1) In the case of a director or officer, the director or officer furnishes
\nthe Corporation with a written affirmation of a good faith belief that the
\nstandard of conduct described in AS 10.06.450(b) or 10.06.483(e) of the Alaska
\nCorporations Code has been met;<\/p>\n<\/p>\n<\/p>\n

(2) The director, officer, employee, or agent furnishes the Corporation a
\nwritten unlimited general undertaking, executed personally or on behalf of the
\nindividual, to repay the advance if it is ultimately determined that an
\napplicable standard of conduct was not met; and<\/p>\n<\/p>\n<\/p>\n

(3) A determination is made that the facts then known to those making the
\ndetermination would not preclude indemnification under the Alaska Corporations
\nCode.<\/p>\n<\/p>\n<\/p>\n

(e) The indemnification provided under Sections 1 and 2 of this Article VI is
\nnot exclusive of any other rights to which a person seeking indemnification may
\nbe entitled under a bylaw, agreement, vote of Shareholders or disinterested
\ndirectors, or otherwise, both as to action in the official capacity of the
\nperson and as to action in another capacity while holding the office. The right
\nto indemnification continues as to a person who has ceased to be a director,
\nofficer, employee, or agent, and inures to the benefit of the heirs, executors,
\nand administrators of the person.<\/p>\n<\/p>\n<\/p>\n

Section 4.<\/strong> Insurance<\/u>.<\/strong> At the
\ndiscretion of the Board, the Corporation may purchase and maintain insurance on
\nbehalf of any person who is or was a director, officer, employee or agent of the
\nCorporation, or is or was serving at the request of the Corporation as a
\ndirector, officer, employee or agent of another corporation, partnership, joint
\nventure, trust or other enterprise against any liability asserted against that
\nperson and incurred by that person in any such capacity, or arising out of that
\nstatus, whether or not the Corporation would have the power to indemnify that
\nperson against such liability under the provisions of this Article VI.<\/p>\n<\/p>\n<\/p>\n

ARTICLE VII<\/strong><\/p>\n

\n<\/p>\n

FORM OF STOCK<\/strong><\/p>\n

\n<\/p>\n

Section 1.<\/strong> Certificated and
\nUncertificated<\/u>.<\/strong> (a) The shares of the Corporation shall be
\nrepresented by certificated or uncertificated form.<\/p>\n<\/p>\n<\/p>\n

(b) Certificates for shares shall be as follows: (1) numbered; (2) entered on
\nthe books of the Corporation as they shall be issued; (3) certify the class and
\nnumber of shares represented by the certificate; and (4) be in such form, not
\ninconsistent with the Articles of Incorporation, as the Board shall from time to
\ntime prescribe.<\/p>\n<\/p>\n<\/p>\n

(c) The certificates of stock shall be signed by the President or a Vice
\nPresident and by the Secretary or an Assistant Secretary and sealed with the
\nseal of the Corporation. Such seal may be a facsimile, engraved or printed.
\nWhere any certificate is countersigned or otherwise authenticated by a transfer
\nagent or by a transfer clerk, and by a registrar, the signatures of any such
\nofficers upon such certificate may be facsimile, engraved or printed.<\/p>\n<\/p>\n<\/p>\n

(d) Uncertificated shares of common stock shall be identified, held and
\ntransferred, if at all, in a manner compatible with the requirements of the
\nDirect Registration System adopted by the Nasdaq Stock Market (“Direct
\nRegistration System”).<\/p>\n<\/p>\n<\/p>\n

(e) In the event the Board shall mandate by resolution participation by the
\nCompany in the Direct Registration System, holders of shares subject to that
\nsystem shall have the opportunity to participate in that system but shall not be
\nrequired to convert their shares held in certificated form and participate in
\nthat system until the certificate for those shares shall be surrendered to the
\nCorporation.<\/p>\n<\/p>\n<\/p>\n

(f) Uncertificated shares of preferred stock shall be identified, issued,
\nheld and transferred, if at all, in a manner as shall be established by the
\nBoard by resolution.<\/p>\n<\/p>\n<\/p>\n

(g) Notwithstanding other provisions of this Article VII which in the event
\nthey shall be construed to the contrary, the determination whether to issue,
\nreissue or terminate issuance of shares in uncertificated or certificated form
\nshall remain in the sole discretion of the Board, and such determination shall
\nbe by resolution of the Board or otherwise as provided in these Bylaws.<\/p>\n<\/p>\n<\/p>\n

Section 2.<\/strong> Transfers<\/u>.<\/strong> (a) In the
\nevent of surrender to the Corporation or the transfer agent of a certificate for
\nshares duly endorsed or accompanied by proper evidence of succession, assignment
\nor authority to transfer, it shall be the duty of the Corporation to issue a new
\ncertificate to the person entitled to it, cancel the old certificate and record
\nthe transaction upon its books.<\/p>\n<\/p>\n<\/p>\n

(b) In the event of receipt of proper transfer instructions from the
\nregistered holder of uncertificated shares, such uncertificated shares shall be
\ncancelled and issuance of new equivalent uncertificated shares shall be made to
\nthe person entitled to them, and the transaction shall be recorded upon the
\nbooks of the Corporation or otherwise accounted for as the Board shall direct.\n<\/p>\n<\/p>\n<\/p>\n

(c) Within a reasonable time after the issuance or transfer of shares in
\nuncertificated form, the Corporation shall send, or cause to be sent, without
\ncharge to the registered owner of the shares a written statement giving the
\nfollowing information required by AS 10.06.350 to be on certificates: (1)
\nconfirmation that the Corporation is organized under the laws of the State of
\nAlaska; (2) the name of the person to whom the shares are issued; (3) the number
\nand class of shares, and the designation of the series, if any, that the shares
\nrepresent; and (4) a full or summary statement of the designations, preferences,
\nlimitations, and relative rights of the shares of each class authorized to be
\nissued and, if the Corporation is authorized to issue preferred or special class
\nin series, the variations in the relative rights and preferences between the
\nshares of each series so far as they have been fixed and determined and the
\nauthority of the Board to fix and determine the relative rights and preferences
\nof subsequent series.<\/p>\n<\/p>\n<\/p>\n

(d) The person in whose name shares of stock stand on the books of the
\nCorporation shall be deemed by the Corporation to be the owner thereof for all
\npurposes, and the Corporation shall not be bound to recognize any equitable or
\nother claim to, or interest in, such share or shares on the part of any other
\nperson, whether or not it shall have express or other notice thereof, except as
\nshall otherwise be provided by the laws of the State of Alaska.<\/p>\n<\/p>\n<\/p>\n

Section 3.<\/strong> Lost or Destroyed
\nCertificates<\/u>.<\/strong> The Board shall have the power to direct new stock
\ncertificates to be issued to any Shareholder in place of any certificates
\ntheretofore issued by the Corporation when such Shareholder proves to the
\nsatisfaction of the Board that a stock certificate is lost or destroyed, or upon
\nthe posting of an indemnity bond by the owner of such lost or destroyed
\ncertificates, or that Shareholder’s legal representatives, in such amount as the
\nBoard shall deem appropriate, to hold the Corporation harmless from any loss or
\nclaim arising out of or in connection with the issuance of a duplicate
\ncertificate, unless such requirement be dispensed with by the Board, in its
\ndiscretion, in any instance or instances.<\/p>\n<\/p>\n<\/p>\n

Section 4.<\/strong> Transfer Agent and
\nRegistrar<\/u>.<\/strong> The Board may appoint one or more transfer agents or
\ntransfer clerks and one or more registrars, and may require all certificates for
\nshares to bear the manual or facsimile signature or signatures of any of them.
\nThe Corporation’s transfer agent and registrar may be the identical if the
\nperson or entity acting in such dual capacities countersigns certificates for
\nshares required to bear that person’s signatures in both capacities.<\/p>\n<\/p>\n<\/p>\n

Section 5.<\/strong> Restrictions on Transfer<\/u>.<\/strong>
\nNo securities of the Corporation or certificates representing such securities
\nwill be transferred in violation of any law or of any restriction on such
\ntransfer set forth in the Articles of Incorporation or amendments to them, these
\nBylaws or other agreement restricting such transfer which has been filed with
\nthe Corporation if reference to any such restrictions is made on the
\ncertificates representing such securities. The Corporation will not be bound by
\nany restriction not so filed and noted. The Corporation may rely in good faith
\nupon the opinion of its counsel as to any legal or contractual violation with
\nrespect to any such restrictions unless the issue has been finally determined by
\na court of competent jurisdiction. The Corporation and any party to such
\nagreement will have the right to have a restrictive legend imprinted upon any
\ncertificate covered by the agreement and any certificates issued in replacement
\nor exchange therefor or with respect to such certificates.<\/p>\n<\/p>\n<\/p>\n

Section 6.<\/strong> Closing Transfer Books and Filing
\nRecord Date<\/u>.<\/strong> The Board may prescribe a period not exceeding 70 days
\nnor less than 20 days prior to the record date appointed for the payment of
\ndividends to Shareholders during which no transfer of stock may be made on the
\nbooks of the Corporation, or the Board may fix a date not more than 60 days nor
\nless than 20 days prior to the date for the payment of any such dividends as the
\nrecord date as of which Shareholders entitled to receive payment of such
\ndividends will be determined. Only Shareholders of record on that record date
\nwill be entitled to receive payment of such dividends.<\/p>\n<\/p>\n<\/p>\n

Section 7.<\/strong> Conversion of Class B Common
\nStock<\/u>.<\/strong> (a) In the event a holder of certificated shares of Class B
\ncommon stock shall give written notice to the Corporation requesting conversion
\nof those shares, or a portion of them, into certificated shares of Class A
\ncommon stock, the Corporation shall respond and otherwise take action as
\nprovided in, and the transaction shall otherwise be subject to the provisions
\nof, Article IV, Sections (g) and (j) of the Corporation’s Restated Articles of
\nIncorporation, and subject to other provisions of this Article VII, including
\nbut not limited to Section 1(e) in the context of this surrender of certificated
\nshares of Class B common stock.<\/p>\n<\/p>\n<\/p>\n

(b) In the event a holder of uncertificated shares of Class B common stock
\nshall give written notice to the Corporation requesting conversion of those
\nshares, or a portion of them, into shares of Class A common stock, the
\nCorporation shall respond and otherwise take action as provided in, and the
\ntransaction shall otherwise be subject to the provisions of, Article IV,
\nSections (g) and (j) of the Corporation’s Restated Articles of Incorporation,
\nwith the following clarifications:<\/p>\n<\/p>\n<\/p>\n

(1) delivery of the shares of Class B common stock by the holder shall be in
\nuncertificated form and consist of instructions and the information required in
\naccordance with the provisions of the Direct Registration System; and<\/p>\n<\/p>\n<\/p>\n

(2) upon receipt by the Secretary of the instructions and required
\ninformation as addressed in Section 7(b)(1) of this Article VII, the Corporation
\nshall cause to be issued to the holder one share of Class A common stock for
\neach share of Class B common stock requested to be converted, issuing the shares
\nin uncertificated form and delivering to the holder the converted shares in that
\nform along with a separate identification of remaining shares, if any, of Class
\nB common stock in uncertificated form; provided that, in the event the
\nCorporation at the time of the conversion no longer shall be participating in
\nthe Direct Registration System, the converted shares of Class A common stock and
\nthe remaining shares of Class B common stock not converted shall be issued in
\ncertificated form.<\/p>\n<\/p>\n<\/p>\n

ARTICLE VIII<\/strong><\/p>\n

\n<\/p>\n

REPORTS TO SHAREHOLDERS<\/strong><\/p>\n

\n<\/p>\n

Section 1.<\/strong> Annual Report<\/u>.<\/strong> (a) The
\nBoard will authorize the preparation of and arrangement for the distribution of
\nan annual report to Shareholders of the Corporation as required by as
\n10.06.433(a) Alaska Corporations Code.<\/p>\n<\/p>\n<\/p>\n

(b) The annual report to Shareholders will contain, at minimum, a balance
\nsheet as of the end of the fiscal year and an income statement and statement of
\nchanges in financial position for the fiscal year accompanied by the following:
\n(1) a report on the fiscal year by independent accountants; or (2) if there is
\nno such report from accountants, a certificate of an authorized officer of the
\nCorporation that the financial statements were prepared without audit from the
\nbooks and records of the Corporation; provided that, so long as the
\nCorporation’s stock is registered pursuant to the federal Securities Exchange
\nAct of 1934, the Annual Report to Shareholders required under that act will be
\nprovided to all Shareholders.<\/p>\n<\/p>\n<\/p>\n

Section 2.<\/strong> Other Reports<\/u>.<\/strong> A
\nShareholder holding at least five percent of the outstanding shares of a class
\nof the Corporation may make a written request to the Corporation in accordance
\nwith AS 10.06.433(c) of the Alaska Corporations Code, for a quarterly income
\nstatement of the Corporation and a balance sheet of the Corporation and, in
\naddition, if an annual report for the last fiscal year has not been sent to
\nShareholders, the statements required by (a) of Section 1 of Article VIII of
\nthese Bylaws for the last fiscal year. These statements will be delivered or
\nmailed by the Corporation to the person making the request within 30 days of the
\nrequest. A copy of these statements will be kept on file in the principal office
\nof the Corporation for 12 months, and they will be exhibited at all reasonable
\ntimes to a Shareholder demanding an examination of the statements, or a copy of
\nthe statements will be mailed to that Shareholder.<\/p>\n<\/p>\n<\/p>\n

Section 3. Delivery<\/u>.<\/strong> (a) The Corporation will, in
\naccordance with AS 10.06.433(d) of the Alaska Corporations Code, upon the
\nwritten request of a Shareholder, mail to the Shareholder a copy of the reports
\ndescribed in this Article VIII.<\/p>\n<\/p>\n<\/p>\n

(b) The income statements and balance sheets referred to in this Article VIII
\nmust be accompanied by any report on those statements prepared by independent
\naccountants engaged by the Corporation or the certificate of an authorized
\nofficer of the Corporation that the financial statements were prepared without
\naudit from the books and records of the Corporation.<\/p>\n<\/p>\n<\/p>\n

ARTICLE IX<\/strong><\/p>\n

\n<\/p>\n

TRANSACTIONS WITH OFFICERS,<\/strong><\/p>\n

\n

DIRECTORS AND SHAREHOLDERS<\/strong><\/p>\n

\n<\/p>\n

Section 1.<\/strong> Director Material
\nInterest<\/u>.<\/strong> A contract or other transaction between the Corporation
\nand one or more of the directors of the Corporation, or between the Corporation
\nand a corporation, firm, or association in which one or more of the directors of
\nthe Corporation has a material financial interest, is neither void nor voidable
\nbecause the director or directors or other corporation, firm, or association is
\na party or because the director or directors is present at the meeting of the
\nBoard that authorizes, approves, or ratifies the contract or transaction, if the
\nmaterial facts as to the transaction and as to the director’s interest are fully
\ndisclosed or known to the (1) Shareholders and the contract or transaction is
\napproved by the Shareholders in good faith, with the shares owned by the
\ninterested director or directors not being entitled to vote; or (2) Board, and
\nthe Board authorizes, approves, or ratifies the contract or transaction in good
\nfaith by a sufficient vote without counting the vote of the interested director
\nor directors, and the person asserting the validity of the contract or
\ntransaction sustains the burden of proving that the contract or transaction was
\njust and reasonable as to the Corporation at the time it was authorized,
\napproved, or ratified.<\/p>\n<\/p>\n<\/p>\n

Section 2.<\/strong> Common Directorships, Votes on
\nCompensation<\/u>.<\/strong> (a) A common directorship does not alone constitute a
\nmaterial financial interest within the meaning of this Article IX. A director is
\nnot interested, within the meaning of this Article IX, in a resolution fixing
\nthe compensation of another director as a director, officer, or employee of the
\nCorporation, notwithstanding the fact that the first director is also receiving
\ncompensation from the Corporation.<\/p>\n<\/p>\n<\/p>\n

(b) Interested or common directors may be counted in determining the presence
\nof a quorum at a meeting of the Board that authorizes, approves, or ratifies a
\ncontract or transaction under this Article IX.<\/p>\n<\/p>\n<\/p>\n

Section 3.<\/strong> Transactions Involving Cross
\nDirectorships<\/u>.<\/strong> A contract or other transaction between the
\nCorporation and a corporation or association of which one or more directors of
\nthe Corporation are directors is neither void nor voidable because the director
\nor directors are present at the meeting of the Board that authorizes, approves,
\nor ratifies the contract or transaction, if the material facts of the
\ntransaction and the director’s other directorship are fully disclosed or known
\nto the Board and the Board authorizes, approves, or ratifies the contract or
\ntransaction in good faith by a sufficient vote without counting the vote of the
\ncommon director or directors or the contract or transaction is approved by the
\nShareholders in good faith. This Section 3 does not apply to contracts or
\ntransactions covered by Section 1 of this Article IX.<\/p>\n<\/p>\n<\/p>\n

ARTICLE X<\/strong><\/p>\n

\n<\/p>\n

GENERAL PROVISIONS<\/strong><\/p>\n

\n<\/p>\n

Section 1.<\/strong> Fiscal Year<\/u>.<\/strong> The fiscal
\nyear of the Corporation shall convene on the first day of January of each year,
\nunless otherwise determined by the Board.<\/p>\n<\/p>\n<\/p>\n

Section 2.<\/strong> Books and Records<\/u>.<\/strong> A
\ncertified copy of the Articles of Incorporation and the Bylaws shall be
\ndeposited in the name of the Corporation in such bank or banks, trust company or
\ntrust companies or other institutions as the Board shall designate by
\nresolution. All checks or demands for the payment of money and all notes and
\nother instruments of a negotiable nature shall be signed by the person
\ndesignated by appropriate resolution of the Board or these Bylaws.<\/p>\n<\/p>\n<\/p>\n

Section 3.<\/strong> Contracts<\/u>.<\/strong> The Board may
\nauthorize any officer or officers or agent or agents to enter into any contract
\nor execute and deliver any instrument in the name and on behalf of the
\nCorporation, and such authority may be general or confined to specific
\ninstances.<\/p>\n<\/p>\n<\/p>\n

Section 4.<\/strong> Loans<\/u>.<\/strong> No loans shall be
\ncontracted on behalf of the Corporation and no evidence of indebtedness shall be
\nissued in its name unless authorized by a resolution of the Board, and such
\nauthorization may be general or confined to specific instances.<\/p>\n<\/p>\n<\/p>\n

Section 5.<\/strong> Saving Clause<\/u>.<\/strong> In the
\nevent any provision of these Bylaws is inconsistent with the Articles of
\nIncorporation or the corporate laws of the State of Alaska, such provision shall
\nbe invalid to the extent of such conflict; and such conflict shall not affect
\nthe validity of all other provisions of these Bylaws.<\/p>\n<\/p>\n<\/p>\n

ARTICLE XI<\/strong><\/p>\n

\n<\/p>\n

AMENDMENTS<\/strong><\/p>\n

\n<\/p>\n

Section 1.<\/strong> Amendment and Repeal<\/u>.<\/strong>
\nExcept as otherwise provided by law, the power to alter, amend or repeal these
\nBylaws and adopt new Bylaws will be vested exclusively in the Board, provided
\nthat such action must be taken by a vote of at least a simple majority of the
\nwhole Board.<\/p>\n<\/p>\n<\/p>\n

Section 2.<\/strong> Recordation<\/u>.<\/strong> Whenever an
\namendment or new bylaw is adopted and thereby made a part of the Bylaws, a copy
\nof that bylaw will be kept in the minute book with these Bylaws. If any position
\nof the Bylaws is repealed, the fact of such repeal and the date on which it
\noccurred will be recorded in the minute book, and a copy of it will be placed
\nnext to and include in these Bylaws.<\/p>\n<\/p>\n<\/p>\n

I, the undersigned being the Secretary of GENERAL COMMUNICATION, INC., hereby
\ncertify the foregoing to be the amended and revised Bylaws of the Corporation,
\nas adopted by the Board, on the 9th day of February 2009.<\/p>\n<\/p>\n<\/p>\n<\/p>\n

\/s\/ John M. Lowber <\/u><\/p>\n<\/p>\n

John M. Lowber, Secretary<\/p>\n<\/p>\n<\/p>\n<\/p>\n

\n

1 As last amended and restated on February 9, 2009.<\/p>\n<\/p>\n<\/p>\n

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