BYLAWS OF GCI

BYLAWS OF

GENERAL COMMUNICATION, INC. (1)


ARTICLE I

OFFICES

The Corporation shall maintain a principal office of the
Corporation in the State of Alaska as required by law. The Corporation may
also have offices in such other places, either within or without the State
of Alaska, as the Board of Directors of the Corporation ("Board") may from
time to time designate or as the business of the Corporation may require.


ARTICLE II

SEAL

The seal of the Corporation shall be in such form as may
be required by law and as shall be approved by the Board. Until changed by
the Board, the seal of the Corporation shall be in the form impressed
immediately following this Article II. The seal may be used by causing it,
or a facsimile thereof, to be impressed or affixed or reproduced or
otherwise.

[ S E A L ]




ARTICLE III

STOCKHOLDERS' MEETING

Section 1. Place of Meetings. Meetings of the stockholders
of the Corporation ("Stockholders") shall be held at such place either
within or without the State of Alaska as may from time to time be designated
by the Board and stated in the notice of the meeting.

Section 2. Annual Meeting of Stockholders. (a) The annual
meeting of the Stockholders ("Annual Meeting") shall be

--------------------
1 As amended and restated on November 25, 1986, July 6, 1988, April
3, 1990 and March 24, 1993.


held on the l5th day of May of each year at the hour of 10:00 a.m., or at
such other time and date as shall be designated by the Board and stated in
the notice of meeting. The purpose of the meeting shall be the election of
directors and the transaction of such other business as properly may be
brought before the meeting.

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

Section 3. Special Stockholders' Meetings. Special
meetings of the Stockholders may be called at any time by the President, the
Chairman of the Board of Directors, the Board of Directors, or the holders
of not less than one-tenth of all the shares entitled to vote at such
meeting. Such request shall state the purpose of the proposed meeting. For
such meetings, notices shall be given in the same manner as notices of the
Annual Meeting, except they shall be signed by the persons calling the
meeting. No special Stockholders' meetings shall consider any business
except that which is designated in general terms in the notice of the
meeting. Any meeting to amend the Articles of Incorporation of the
Corporation as the same may be amended or restated from time to time
("Articles of Incorporation") shall describe generally the proposed
amendment.

Section 4. Notices of Meetings. Written or printed notice
stating the place, day and hour of the meeting and, in the case of a special
meeting, the purpose or purposes for which the meeting is called, will be
signed and delivered not less than 20 nor more than 60 days before the date
of the meeting, either personally or by mail, by or at the direction of the
President, the Secretary or the officer or persons calling the meeting, to
each Stockholder of record entitled to vote at such meeting. Only
Stockholders of record on the record date established by the Board of
Directors pursuant to Section 6 of this Article III will be entitled to
notice of such meeting. If mailed, such notice will be deemed to be
delivered when deposited with postage prepaid in the United States mail
addressed to the Stockholder at the address of the Stockholder as appears on
the stock transfer books of the Corporation, or, if the Stockholder has
filed with the Secretary a written request that the notice be mailed to a
different address, the Corporation will mail the notice to that other
address. Except where otherwise required by law or these


GCI BYLAWS
PAGE 2 ASS007BD/A182615


Bylaws, notice need not be given of any adjourned meeting of the
Stockholders.

Section 5. Quorum. The holders of a majority of the stock
issued and outstanding and entitled to vote, present in person or
represented by proxy, will constitute a quorum at all meetings of the
Stockholders for the transaction of business except as otherwise provided by
applicable law or by the Articles of Incorporation; provided that in no
event may a quorum consist of less than one-third of the shares entitled to
vote at the meeting. The Stockholders present in person or represented by
proxy at a duly organized meeting may continue to transact business until
adjournment, notwithstanding the withdrawal of enough Stockholders to leave
less than a quorum, if any action taken other than adjournment is approved
by at least a majority of shares required to constitute a quorum. If,
however, such quorum initially is not present or represented at any meeting
of the Stockholders, those Stockholders present in person or represented by
proxy and entitled to vote will have power to adjourn the meeting from time
to time, without notice other than announcement at the meeting, until a
quorum is present or represented. At such reconvened meeting at which a
quorum is present or represented, any business may be transacted which might
have been transacted at the original meeting.

Section 6. Voting. (a) At each meeting of the
Stockholders, every Stockholder having the right to vote shall be entitled
to vote, either in person or by proxy, the number of votes as provided for
in or pursuant to the Articles of Incorporation for each share of voting
stock registered in that Stockholder's name on the books of the Corporation
on the date of the closing of the books against transfers of stock, the
record date fixed for the determination of Stockholders entitled to vote at
such meeting, or if the books are not so closed or no such date is fixed,
the date of such meeting. When a quorum is present at any meeting, the
affirmative vote of a majority of the votes represented by the issued and
outstanding shares entitled to vote, present in person or represented by
proxy, shall decide any matter brought before such meeting, unless the
question is one upon which, by express provision of the laws of the State of
Alaska or of the Articles of Incorporation, a different vote is required, in
which case such express provision shall govern and control the decision of
such question. Except as may be determined by the Board of Directors of the
Corporation with respect to the Preferred Stock and except as otherwise
expressly required by the laws of the State of Alaska or the Articles of
Incorporation, as then in effect, the holders of the Class A Common Stock of
the Corporation and the holders of the Class B Common Stock of the
Corporation shall vote with the holders of voting shares of the Preferred
Stock of the Corporation, if any, as one class for the election of directors
and for all other purposes.


GCI BYLAWS
PAGE 3 ASS007BD/A182615
Section 7. Record Date. In order to determine the holders
of record of the Corporation's stock who are entitled to notice of meetings,
to vote at a meeting or adjournment thereof, and to receive payment of any
dividend, or to make a determination of the Stockholders of record for any
proper purpose, the Board (i) may prescribe a record date which in no event
will be more than 70 days nor less than 20 days, prior to the date of the
action which requires such determination during which no transfer of stock
on the books of the Corporation may be made or (ii) may, in lieu of closing
the stock transfer books of the Corporation, fix a record date which in no
event will be more than 60 days nor less than 20 days prior to the date of
the action which requires such determination as the record date for such
determination of Stockholders.

Section 8. Presiding Officer; Order of Business; Conduct
of Meeting. (a) Meetings of the Stockholders shall be presided over by the
Chairman of the Board, or if the Chairman is not present, by the President,
or if the President is not present, by a Vice President. The Secretary of
the Corporation, or, in the Secretary's absence, an Assistant Secretary,
shall act as secretary of every meeting. In the absence of the Secretary or
Assistant Secretary, the chairman of the meeting may choose any person
present to act as secretary of the meeting.

(b) Subject to the provisions of this Section 8, meetings
of Stockholders shall generally follow accepted rules of parliamentary
procedure, including but not limited to the following:

(1) Except when overruled by a majority of the
votes represented by the votes held by Stockholders present, the
chairman of the meeting shall have absolute authority over matters
of procedure and authority to state the rules under which the
voting shall be conducted.

(2) If disorder shall arise which prevents
continuation of the legitimate business of the meeting, the
chairman may quit the chair and announce the adjournment of the
meeting; and upon taking such action, the meeting shall be
automatically adjourned.

(3) The chairman may ask or require that anyone
not a bona fide Stockholder or proxy leave the meeting.

(4) A resolution or motion shall be considered for
a vote if proposed by a Stockholder or duly authorized proxy, and
seconded by an individual, who is a Stockholder or a duly
authorized proxy, other than the individual who proposed the


GCI BYLAWS
PAGE 4 ASS007BD/A182615
resolution or motion.

(c) The following order of business shall be observed at
all Annual Meetings insofar as is practicable:

(1) Call the roll.

(2) Read, correct and approve minutes of a
previous meeting, unless the reading is
waived.

(3) Address special business stated in the notice
of meeting.

(4) Elect directors.

(5) New business.

(d) At any special meeting of Stockholders, the business
transacted shall be confined to the purpose described in the notice of the
meeting. When such objectives include the amendment of the Articles of
Incorporation, both notices of annual and special meetings wherein such
questions are considered shall describe with reasonable certainty the
proposed amendment.

Section 9. Proxies. A Stockholder may vote his shares
through a proxy or attorney-in-fact appointed by a written instrument signed
by the Stockholder and delivered to the secretary of the meeting. No proxy
shall be valid after six months from the date of its execution, unless a
longer period is expressly provided in the proxy, but in no case may the
proxy be valid for a period in excess of 11 months from the date of
execution. No proxy shall be valid and voted on after the meeting of the
Stockholders, or any adjournment of such meeting, to which it applies. Every
proxy shall be revocable at the pleasure of the Stockholders executing it,
except in those cases where an irrevocable proxy is duly executed and
permitted by law.

Section 10. Voting List. (a) At least 20 days before each
meeting of Stockholders, a complete list of the Stockholders entitled to
vote at that meeting, arranged in alphabetical order and showing the address
of and number and class of shares entitled to vote at such meeting owned by
each Stockholder, shall be prepared by the Secretary or an officer of the
transfer agent, transfer clerk or registrar of the Corporation having charge
of the stock transfer books and at the direction of the Secretary. That list
of Stockholders will, for a period of 30 days prior to such meeting, be kept
on file at the registered office of the Corporation and will be subject to
inspection by any Stockholder at any time during normal business hours. Such
list will also be produced and kept open at the time and place of the


GCI BYLAWS
PAGE 5 ASS007BD/A182615
meeting and will be subject to the inspection of any Stockholder during the
entire time of the meeting.

(b) The original stock transfer books shall be prima facie
evidence as to who are the Stockholders entitled to examine such list or
transfer books, or to vote at any meeting of the Stockholders.

(c) Failure to comply with the requirements of this
Section 10 shall not affect the validity of any action taken at such meeting
of the Stockholders.

Section 11. Action Without a Meeting. Any action, except
the election of directors, which may be taken by the vote of Stockholders at
a meeting of Stockholders may be taken without a meeting if authorized by
the written consents of Stockholders, identical in content setting out the
action to be taken, signed by the holders of all outstanding shares entitled
to vote on the action.

Section 12. Non-Cumulative Voting. In the election of
directors, Stockholders will not cumulate their votes but must vote shares
held by them for as many persons as there are directors to be elected.

Section 13. Voting of Shares by Certain Stockholders. (a)
Shares of the Corporation standing in the name of another corporation may be
voted by such officer, agent or proxy as the bylaws of that corporation may
prescribe or, in the absence of such provision, as the board of directors of
that corporation may determine.

(b) Shares or the Corporation held by an administrator,
executor, guardian or conservator may be voted by that person, either in
person or by proxy, without a transfer of such shares into that person's
name. Shares standing in the name of a trustee may be voted by that person,
either in person or by proxy, but no trustee will be entitled to vote shares
held by that person without a transfer of such shares into that person's
name.

(c) Shares of the Corporation standing in the name of a
receiver or bankruptcy trustee may be voted by that person, and shares held
by or under the control of a receiver or bankruptcy trustee may be voted by
that person without the transfer thereof into that person's name if
authority to do so is contained in an appropriate order of the court by
which that person was appointed or otherwise provided or permitted under
applicable federal bankruptcy law.


GCI BYLAWS
PAGE 6 ASS007BD/A182615

(d) A Stockholder whose shares are pledged will be
entitled to vote such shares until the shares have been transferred into the
name of the pledgee, and thereafter the pledgee will be entitled to vote the
shares so transferred.

(e) Shares of its own stock held by the Corporation in a
fiduciary capacity, will not be voted at any meeting or counted in
determining the total number of outstanding shares at any given time.


ARTICLE IV

BOARD OF DIRECTORS

Section 1. General Authority. The property, business and
affairs of the Corporation shall be managed and controlled by its Board,
which may exercise all such powers of the Corporation and do all such lawful
acts and things as are not by applicable law or the Articles of
Incorporation or these Bylaws directed or required to be exercised or done
by the Stockholders.

Section 2. Number and Term of Office. (a) The governing
body of this Corporation shall be the Board. Directors on the Board need not
be Stockholders and need not be residents of the State of Alaska. The number
of directors shall be not less than three nor more than twelve. Each
director shall be of a legal age. The number of members of the Board shall
be fixed by the Board from time to time by a vote of at least a simple
majority of the whole Board at a regular or special meeting called by
written notice, which notice includes notice of the proposal to change the
number of directors; provided that no decrease in the number of directors
shall have the effect of shortening the term of any incumbent director.
Until changed as provided in this Section 2, the number of directors on the
Board shall be five.

(b) Upon the establishment of the Board as having three or
more members ("Class Date"), the Board will be divided into three classes:
Class I, Class II and Class III. Each such class will consist, as nearly as
possible, of one-third of the whole number of the Board. Directors in office
on the Class Date will be divided among such classes and in such manner,
consistent with the provisions of this Article IV, as the Board may
determine by resolution. The initial Class I directors so determined shall
serve until the next Annual Meeting following such date. The initial Class
II directors so determined shall serve until the second Annual Meeting
following such date. The initial Class III directors so determined shall
serve until the third Annual Meeting following such date. In the case of
each such class, such directors shall serve, subject to their earlier death,


GCI BYLAWS
PAGE 7 ASS007BD/A182615
resignation or removal in accordance with the Articles of Incorporation,
these Bylaws and the laws of the State of Alaska, until their respective
successors shall be elected and shall qualify. At each Annual Meeting after
the date of such filing, the directors chosen to succeed those whose terms
shall have expired shall be elected to hold office for a term to expire at
the third succeeding Annual Meeting after their election and, subject to
their earlier death, resignation or removal in accordance with the Articles
of Incorporation, these Bylaws and the laws of the State of Alaska, until
their respective successors shall be elected and shall qualify. If the
number of directors is changed, any increase or decrease shall be
apportioned among such classes so as to maintain all classes as equal in
number as possible, and any additional director elected to any class shall
hold office for a term which shall coincide with the terms of the other
directors in such class.

(c) As used in these Bylaws, the terms "whole Board" or
"entire Board" shall mean the number of directors the Corporation would have
under these Bylaws at the time of determination if there were no vacancies.

Section 3. Elections. (a) Other than as provided in
Section 2 of this Article IV, the directors of the Corporation shall be
elected at the Annual Meeting or at a special meeting of Stockholders called
for that purpose, by at least a simple majority of the quorum for that
meeting.

(b) Any vacancy occurring in the Board cased by death,
resignation, removal and any newly created directorship resulting from an
increase in the number of directors on the Board, may be filled by the
directors then in office, although such directors are less than a quorum, or
by the sole remaining director. Each director chosen to fill a vacancy or a
newly created directorship shall hold office until the next election of the
Class for which such director shall have been chosen or, if no class is
established, then until the next election of directors and, subject to that
director's earlier death, resignation or removal in accordance with the
Articles of Incorporation, these Bylaws and the laws of the State of Alaska,
until that director's successor shall be duly elected and shall qualify.

(c) Any director may resign at any time by giving written
notice to the Board of Directors, the President, Chairman of the Board, or
the Secretary of the Corporation. Any such resignation will take effect upon
receipt of such notice or at any later time specified in the notice. Unless
otherwise specified in the notice, the acceptance of such resignation will
not be necessary to make any postdated resignation by notice in writing to
the resigning director. In the event the resignation of a director is
tendered to take effect at a future time, a successor may be elected to take


GCI BYLAWS
PAGE 8 ASS007BD/A182615
office when the resignation becomes effective.

(d) The Stockholders may elect a director to fill any
vacancy not filled by the Board.

(e) The term of a director terminates upon the election
and qualification of a successor.

Section 4. Removal of Directors. (a) The entire Board or
any individual director may be removed from office, at an Annual Meeting or
a special meeting of Stockholders called for that purpose, by at least, a
majority vote of a quorum of Stockholders for that meeting.

(b) If, after the filling of a vacancy by the Board, the
directors who have been elected by the Stockholders constitute less than a
majority of the directors, a holder or holders of an aggregate of 10 percent
or more of the shares outstanding at the time may call a special meeting of
Stockholders to elect the entire Board.

(c) The Board may declare vacant the office of a director
who has been declared of unsound mind by a court order.

(d) The superior court may, at the suit of the Board or of
Stockholders holding at least 10 percent of the number of outstanding shares
of any class, remove from office a director for fraudulent or dishonest
acts, gross neglect of duty, or gross abuse of authority or discretion with
reference to the Corporation and may bar from reelection a director removed
in that manner for a period prescribed by the court. In this instance, the
Corporation will be made a party to the suit.

(e) Except as set forth in (a)-(d) of this Section 4, a
director may not be removed from office before the expiration of the term of
office of that director.

Section 5. Executive Committee. (a) By the affirmative
vote of at least 75 percent of the directors, the Board may designate an
Executive Committee, all of whose members shall be directors, to manage and
operate the affairs of the Corporation or particular properties or
enterprises of the Corporation, except to the extent Stockholder
authorization is required by law, the Articles of Incorporation or these
Bylaws. The Executive Committee will have the power, as set forth by
resolution of the Board or these Bylaws to perform or authorize any act that
could be done or accomplished by the majority action of all the directors of
the Corporation, except as provided in (b) of this Section 5. The Executive
Committee shall keep minutes of its meetings and report to the Board not
less often than quarterly on its activities and shall be responsible to the


GCI BYLAWS
PAGE 9 ASS007BD/A182615
Board for the conduct of the enterprises and affairs entrusted to it.

(b) The following areas of responsibility are expressly
reserved to the Board and will not be delegated to any committees of the
Board:

(1) Declaring dividends or distributions;

(2) Approving or recommending to Stockholders
actions or proposals required by the Alaska Corporations Code to be
approved by Stockholders;

(3) Designating candidates for the office of
director, for purposes of proxy solicitation or otherwise, or fill
vacancies on the board or any committee of the board;

(4) Amending the Bylaws;

(5) Approving a plan or merger not requiring
Stockholder approval;

(6) Capitalizing retained earnings;

(7) Authorizing or approve the reacquisition of
shares unless under a general formula or method specified by the
board;

(8) Authorizing or approve the issuance or sale
of, or a contract to issue or sell, shares or designate the terms
of a series of a class of shares, unless the Board, having acted
regarding general authorization for the issuance or sale of shares,
a contract to issue or sell, or the designation of a series,
authorizes a committee, under a general formula or method specified
by the Board by resolution or by adoption of a stock option or
other plan, to fix the terms of a contract for the sale of the
shares and to fix the terms upon which the shares may be issued or
sold, including, without limitation, the price, the dividend rate,
provisions for redemption, sinking fund, conversion, voting or
preferential rights, and provisions for other features of a class
of shares, or a series of a class of shares, with full power in the
committee to adopt a final resolution setting out all the terms of
a series for filing with the commissioner of the Department of
Commerce & Economic Development under the Alaska Corporations Code;
or

(9) Authorizing, approving, or ratifying contracts
or other transactions between the Corporation and one or more of


GCI BYLAWS
PAGE 10 ASS007BD/A182615
its directors, or between the Corporation and a corporation, firm,
or association in which one or more of its directors has a material
financial interest as defined under AS 10.06.478 of the Alaska
Corporations Code.

(c) The designation of a committee, the delegation to the
committee of authority, or action by the committee under that authority does
not alone constitute compliance by a member of the Board or that committee
with the responsibility to act in good faith, in a manner the member
reasonably believes to be in the best interests of the Corporation, and with
the care, including reasonable inquiry, as an ordinarily prudent person in a
like position would use under similar circumstances.

Section 6. Other Committees. The Board may, by resolution,
establish committees other than an Executive Committee and shall specify
with particularity the powers and duties of any such committee. All
committees of the Board including the Executive Committee shall serve at the
pleasure of the Board, keep minutes of their meetings; have such names as
the Board, by resolution, may determine; and be responsible to the Board for
the conduct of the enterprises and affairs entrusted to them. All such
committees will each have at least two or more members, all of whom will
serve at the pleasure of the Board.

Section 7. Place of Meetings. The directors may hold their
meetings in such place or places as the Board may from time to time by
resolution determine.

Section 8. Meetings. Regular or special meetings of the
Board or of a committee of the Board will be held at such place as may be
designated from time to time by the Board or any other person calling the
meeting, and such meetings may be called by the Chairman of the Board, the
President, a Vice President, the Secretary, or a director.

Section 9. Quorums. (a) The presence of a majority of the
number of directors fixed by the Articles of Incorporation at a meeting of
the Board duly assembled will constitute a quorum for the transaction of
business, and the act of a majority of the directors present at any meeting
at which a quorum is present will be the act of the Board, except as may be
otherwise specifically provided by the Articles of Incorporation or by these
Bylaws. If a quorum initially is not present at any meeting of directors,
the directors present at that meeting may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum
is present.

(b) The presence of a majority of the number of directors
at a meeting of a committee of the Board duly assembled will constitute a
quorum for the transaction of business, and the act of majority of the


GCI BYLAWS
PAGE 11 ASS007BD/A182615
directors present at any meeting at which a quorum is present will be the
act of that committee, except as may be otherwise specifically provided by
the Articles of Incorporation or these Bylaws. If a quorum initially is not
present at any meeting of a committee of the Board, the members present at
that meeting may adjourn the meeting from time to time, without notice other
than announcement at the meeting, until a quorum is present.

Section 10. Action Without a Meeting. Any action that may
be taken at a meeting of the Board or a committee of the Board may be taken
without a meeting if identical consents in writing describing the action so
taken are signed by all of the directors or members of such committee
entitled to vote with respect to the subject matter thereof. Each such
consent in writing shall be filed with the minutes of the proceedings of the
Board.

Section 11. Order of Business. At meetings of the Board,
business shall be transacted in such order as the Board may by resolution
determine. At all meetings of the Board, the Chairman of the Board, or in
that person's absence, the President, or in that person's absence the
director designated as the chairman of the meeting by the majority of the
directors present, shall preside.

Section 12. Director's compensation. Directors shall
receive such compensation and reimbursement of any expenses incidental to
the performance of their duties as the Board shall determine by resolution.
Such compensation may be in addition to any compensation received by the
members of the Board in any other capacity.

Section 13. Minutes. The Board shall keep written minutes
of its meetings. In the event the Secretary of the Corporation is not a
member of the Board, the Board shall prescribe by a resolution the officer
or other person who shall be charged with the responsibility of keeping and
maintaining such minutes.

Section 14. Notice and Waiver of Notice. (a) The first
meeting of each newly elected Board will be held, without notice,
immediately following the adjournment of the corresponding Annual Meeting,
or as soon thereafter as is practicable.

(b) Regular meetings of the Board or a committee of the
Board may be held, without notice, at such time and place, as will from time
to time be fixed by the Board or these Bylaws.

(c) Special meetings of the Board or a committee of the


GCI BYLAWS
PAGE 12 ASS007BD/A182615
Board will be held upon either notice in writing sent 10 days before the
meeting or notice by electronic means, personal messenger, or comparable
person-to-person communication given at least 72 hours before the meeting.
The notice must include disclosure of the business to be transacted and the
purpose of the meeting.

(d) Whenever under the provisions of statutes, of the
Articles of Incorporation, or of these Bylaws, notice is required to be
given to any director or Stockholder, it will be given in writing, by mail
or telegram, addressed to such director or Stockholder at such address as
appears on the records of the Corporation with postage thereon prepaid, and
such notice by mail will be deemed to be given at the time when deposited in
the United States mail.

(e) Attendance of a Stockholder, either in person or by
proxy, or of a director at a meeting will constitute a waiver or notice of
such meeting, except where an appearance is made for the express purpose of
objecting to the transaction of any business because the meeting is not
lawfully called or convened.

(f) Whenever any notice is required to be given under the
provisions of statutes, the Articles of Incorporation or these Bylaws, a
waiver of the notice in writing, signed by the person entitled to the notice
either before or after the time stated in the notice will be deemed
equivalent to the giving of that notice.

Section 15. Dividends. Subject always to the provisions of
the laws of the State of Alaska and the Articles of Incorporation, the Board
shall have full power to determine whether any, and if so what part, of the
funds legally available for the payment of dividends shall be declared in
dividends and paid to the Stockholders. The Board may fix a sum which may be
set aside or reserved over and above the paid-in capital of the Corporation
for working capital or as a reserve for any proper purpose, and from time to
time may increase, diminish and vary such funds in the Board's absolute
judgment and discretion. Dividends upon the shares of stock of the
Corporation, subject always to the mentioned provisions, may be declared by
the Board at any regular or special meeting of the Board, payable in cash,
property or shares of the Corporation's stock.

Section 16. Meetings Held Other Than in Person. Members of
the Board or any committee thereof may participate in a meeting of the Board
or such committee, as the case may be, by means of a conference telephone
network or similar communications method by which all persons participating
in the meeting can hear each other, and such participation shall constitute
presence in person at the meeting. Each person participating in any meeting


GCI BYLAWS
PAGE 13 ASS007BD/A182615
in which any director participates by such means shall sign the minutes
thereof, and such minutes may be signed in counterpart.


ARTICLE V

OFFICERS

Section 1. Number and Tenure. The Board shall elect from
its members a Chairman of the Board and a President. The Board shall also
elect a Secretary, a Treasurer and a Registered Agent. The Board may also
elect, from time to time, such Vice Presidents and other or additional
officers as in its opinion are desirable or required for the conduct of the
business of the Corporation. Any of the officers of the Corporation may or
may not be directors, except that the Chairman of the Board and the
President shall be directors. The officers of the Corporation shall hold
office until the first meeting of the Board following the Annual Meeting
next following their respective election and, subject to their earlier
death, resignation or removal in accordance with the Articles of
Incorporation, these Bylaws and the laws of the State of Alaska, until their
successors are chosen and qualify.

Section 2. Discretion. In its discretion, the Board, by
the vote of a majority of the whole Board, may leave any office, except that
of President, Treasurer, Secretary or Registered Agent, unfilled for any
such period as it may fix by resolution. Subject to the laws of the State of
Alaska, any officer or agent of the corporation may be removed at any time
by the affirmative vote of at least 75 percent of the whole Board.

Section 3. Chairman of the Board. The Chairman of the
Board shall be a director and, when present, shall preside at all meetings
of the Board. The Chairman of the Board shall be a member of all standing
committees of the Board and Chairman of the Executive Committee. The
Chairman of the Board shall perform such other duties as may be prescribed
from time to time by the Board or by these Bylaws. The Chairman of the Board
shall have the powers of the President and power to delegate any of the
Chairman's powers, on a temporary or permanent basis, to the President.

Section 4. President. The President shall be the chief
executive officer of the Corporation. The President shall be a member of the
Board. The President shall exercise such duties as customarily pertain to
the office of President and shall have general and active supervision over
the property, business and affairs of the Corporation and over its several
officers. The President may appoint and terminate the appointment or
election of officers, agents, or employees other than those appointed or


GCI BYLAWS
PAGE 14 ASS007BD/A182615
elected by the Board. The President may sign, execute and deliver, in the
name of the Corporation, powers of attorney, contracts, bonds and other
obligations which implement policies established by the Board, and shall
perform such other duties as may be prescribed from time to time by the
Board or by these Bylaws.

Section 5. Vice Presidents. Vice Presidents shall have
such distinguishing titles, powers and perform such duties as may be
assigned to them by the Chairman of the Board, the President, the Executive
Committee or the Board. In the absence or disability of the Chairman of the
Board and the President, any Vice President designated by the Board may
perform the duties and exercise the powers of the President. A Vice
President may sign and execute contracts and other obligations pertaining to
the regular course of duties of that office which implement policies
established by the Board and shall perform such other duties as may be
prescribed from time to time by the Board or these Bylaws.

Section 6. Treasurer. The Treasurer shall be the chief
financial officer and, unless the Board otherwise declares by resolution,
the chief accounting officer of the Corporation. Unless the Board otherwise
declares by resolution, the Treasurer shall have general custody of all the
funds and securities of the Corporation and have general supervision of the
collection and disbursement of funds of the Corporation. The Treasurer shall
endorse for collection on behalf of the Corporation checks, notes and other
obligations, and shall deposit the same to the credit of the Corporation in
such bank or banks or depository as the Board may designate. The Treasurer
may sign, with the Chairman of the Board, President, or such other person or
persons as may be designated for the purpose by the Board, all bills of
exchange or promissory notes of the Corporation. The Treasurer shall enter
or cause to be entered regularly in the books of the Corporation a full and
accurate account of all moneys received and paid by the Treasurer on account
of the Corporation; shall at all reasonable times exhibit books and accounts
of the Treasurer to any director of the Corporation upon application at the
office of the Corporation during business hours; and, whenever required by
the Board or the President, shall render a statement of accounts for the
Corporation. The Treasurer shall perform such other duties as may be
prescribed from time to time by the Board or by the Bylaws. The Treasurer
may be required to give bond for the faithful performance of duties of that
office in such sum and with such surety as shall be approved by the Board.
The Board may authorize one or more accounting firms to perform any act or
discharge any responsibility of the Treasurer. Any individual appointed by
the Board as Assistant Treasurer shall, in the absence or disability of the
Treasurer, perform the duties and exercise the powers of the Treasurer and
shall perform such other duties and have such other powers as the Board may


GCI BYLAWS
PAGE 15 ASS007BD/A182615
from time to time prescribe.

Section 7. Secretary. Subject to Section 8 of Article III
and Section 13 of Article IV of these Bylaws, the Secretary shall keep the
minutes of all meetings of the Stockholders and of the Board, and to the
extent ordered by the Board, the Chairman of the Board or the President,
will keep the minutes of meetings of all committees. The Secretary shall
cause notice to be given of meetings of Stockholders, of the Board and of
any committee appointed by the Board. The Secretary shall have custody of
the corporate seal and minutes and records relating to the conduct and acts
of the Stockholders and the Board, which shall, at all reasonable times, be
open to the examination of any director. The Secretary or any Assistant
Secretary appointed by the Board may certify the record of proceedings of
the meetings of the Stockholders or of the Board and of resolutions adopted
at such meetings; may sign or attest certificates, statements or reports
required to be filed with governmental bodies or officials; may sign
acknowledgements of instruments; may give notices of meetings; and shall
perform such other duties and have such other powers as the Board may from
time to time prescribe.

Section 8. Registered Agent. The Registered Agent for the
Corporation may be an individual or corporation, resident or located in
Alaska. The Registered Agent shall have such duties and responsibilities as
are prescribed by the laws of the State of Alaska.

Section 9. Bank Accounts. In addition to such bank
accounts as may be authorized in the usual manner by resolution of the
Board, the Treasurer, with approval of the Chairman of the Board or the
President, may authorize such banks accounts to be opened or maintained in
the name and on behalf of the Corporation as may be deemed necessary or
appropriate by the Treasurer, provided payments from such bank accounts are
to be made upon and according to the check of the Corporation, which may be
signed jointly or singularly by either manual or facsimile signature or
signatures of such officers or bonded employees of the Corporation as shall
be specified in the written instructions of the Treasurer or Assistant
Treasurer with the approval of the Chairman of the Board or the President.

Section 10. Vacancies. In case any office shall become
vacant, the Board shall have power to fill such vacancy. In case of the
absence or disability of any officer, the Board may delegate the powers or
duties of such officer to another officer in the Corporation, or to a
director.

Section 11. Proxies. Unless otherwise directed by the
Board, the Chairman of the Board or the President, or the designees of


GCI BYLAWS
PAGE 16 ASS007BD/A182615
either of these two officers shall have full power and authority on behalf
of the Corporation to attend and to vote upon all matters and resolutions at
any meeting of Stockholders of any corporation in which this Corporation may
hold stock, and may exercise on behalf of this Corporation any and all of
the rights and powers incident to the ownership of such stock at any such
meeting, whether regular or special, and at all adjournments thereof, and
shall have power and authority to execute and deliver proxies and consents
on behalf of this Corporation in connection with the exercise by this
Corporation of the rights and powers incident to the ownership of such
stock, with full power of substitution or revocation.

Section 12. Dual Offices. Any person may hold more than
one corporate office, except that the President shall not hold any other
office except that of Chairman of the Board.

Section 13. Salaries. The salaries of all executive
officers of the Corporation shall be fixed by the Board from time to time.
No officer shall be ineligible to receive such salary by reason of the fact
that that officer is also a director of the Corporation and receiving
compensation therefor or that that officer devotes less than full time
during normal business hours to the performance of that officer's duties as
an officer of the Corporation.


ARTICLE VI

INDEMNIFICATION

Section 1. Non-Derivative Actions. The Corporation will
indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative (other than an
action by or in the right of the Corporation) by reason of or arising from
the fact that that person is or was a director, officer, employee, or agent
of the Corporation, or is or was serving at the request of the Corporation
as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise. Amounts paid in
settlement actually and reasonably incurred by that person in connection
with such action, suit or proceeding may include reimbursement of expenses,
attorney fees, judgments, fines, and amounts paid in settlement actually and
reasonably incurred by that person in connection with the action or
proceedings if that person acted in good faith and in a manner that that
person reasonably believed to be in or not opposed to the best interests of
the Corporation and, with respect to any criminal action or proceeding, had
no reasonable cause to believe the conduct was unlawful. The termination of
any action, suit and proceeding by judgment, order, settlement, conviction,


GCI BYLAWS
PAGE 17 ASS007BD/A182615
or upon a plea of nolo contendere or its equivalent, will not of itself
create a presumption that the person did not act in good faith and in a
manner which that person reasonably believed to be in or not opposed to the
best interests of the Corporation and, with respect to any criminal action
or proceeding, the person had reasonable cause to believe that the conduct
was unlawful.

Section 2. Derivative Actions. The Corporation will
indemnify any person who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the
right of the Corporation to procure a judgment in its favor by reason for
arising from the fact that he is or was a director, officer, employee or
agent of the Corporation, or is or was serving at the request of the
Corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise. This
indemnification will cover reimbursement for expenses (including attorney
fees) actually and reasonably incurred by that person in connection with the
defense or settlement of such action if that person acted in good faith and
in a manner that person reasonably believed to be in or not opposed to the
best interests of the Corporation.

Section 3. Reimbursement Conditions. (a) Indemnification
will not be made in respect of any claim, issue, or matter as to which the
person has been adjudged to be liable for negligence or misconduct in the
performance of the person's duty to the Corporation, except to the extent
that the court in which the action was brought determines upon application
that, despite the adjudication of liability, in view of all the
circumstances of the case, the person is fairly and reasonably entitled to
indemnity for expenses that the court considers proper.

(b) To the extent that a director, officer, employee, or
agent of the Corporation has been successful on the merits or otherwise in
defense of an action or proceeding as described in Sections 1 and 2 of this
Article VI or in defense of a claim, issue, or matter in the action or
proceeding, the director, officer, employee, or agent will be indemnified
against expenses and attorney fees actually and reasonably incurred in
connection with the defense.

(c) Unless otherwise ordered by a court, indemnification
under Sections 1 or 2 of this Article VI may only be made by the Corporation
upon a determination that indemnification of the director, officer,
employee, or agent is proper in the circumstances because the director,
officer, employee, or agent has met the applicable standard of conduct set
out in those sections. The determination will be made by:


GCI BYLAWS
PAGE 18 ASS007BD/A182615

(1) The Board by at least a majority vote of a
quorum consisting of directors who were not parties to the action
or proceeding;

(2) Independent legal counsel in a written opinion
if a quorum under (c)(1) of this Section 3 is

(A) not obtainable; or

(B) obtainable but a majority of
disinterested directors so directs;
or

(3) Approval of the outstanding shares of the
Corporation.

(d) The Corporation may pay or reimburse the reasonable
expenses incurred in defending a civil or criminal action or proceeding in
advance of the final disposition in the manner provided in (c) of this
Section 3 if:

(1) In the case of a director or officer, the
director or officer furnishes the Corporation with a written
affirmation of a good faith belief that the standard of conduct
described in AS 10.06.450(b) or 10.06.483(e) of the Alaska
Corporations Code has been met;

(2) The director, officer, employee, or agent
furnishes the Corporation a written unlimited general undertaking,
executed personally or on behalf of the individual, to repay the
advance if it is ultimately determined that an applicable standard
of conduct was not met; and

(3) A determination is made that the facts then
known to those making the determination would not preclude
indemnification under the Alaska Corporations Code.

(e) The indemnification provided under Sections 1 and 2 of
this Article VI is not exclusive of any other rights to which a person
seeking indemnification may be entitled under a bylaw, agreement, vote of
Stockholders or disinterested directors, or otherwise, both as to action in
the official capacity of the person and as to action in another capacity
while holding the office. The right to indemnification continues as to a
person who has ceased to be a director, officer, employee, or agent, and
inures to the benefit of the heirs, executors, and administrators of the
person.

Section 4. Insurance. At the discretion of the Board, the
Corporation may purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee or agent of the Corporation, or is


GCI BYLAWS
PAGE 19 ASS007BD/A182615
or was serving at the request of the Corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust
or other enterprise against any liability asserted against that person and
incurred by that person in any such capacity, or arising out of that status,
whether or not the Corporation would have the power to indemnify that person
against such liability under the provisions of this Article VI.


ARTICLE VII

CERTIFICATE OF STOCK

Section 1. Form. (a) The interest of each Stockholder
shall be evidenced by certificates for shares of stock, certifying the class
and number of shares represented thereby and in such form, not inconsistent
with the Articles of Incorporation, as the Board may from time to time
prescribe.

(b) The certificates of stock shall be signed by the
President or a Vice President and by the Secretary or an Assistant Secretary
and sealed with the seal of the Corporation. Such seal may be a facsimile,
engraved or printed. Where any certificate is countersigned or otherwise
authenticated by a transfer agent or by a transfer clerk, and by a
registrar, the signatures of any such officers upon such certificate may be
facsimile, engraved or printed. In case any officer, transfer agent or
registrar who has signed or whose facsimile signature has been placed upon
any certificates shall have ceased to be such before the certificate is
issued, it may be issued by the Corporation with the same effect as if such
officer, transfer agent or registrar had not ceased to be such at the time
of its issue.

Section 2. Transfers. (a) Transfers of shares of the
capital stock of the Corporation shall be made only on the books of the
Corporation by the registered owner thereof, or by that owner's duly
authorized attorney, and on surrender of the certificate or certificates for
such shares properly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, and with all taxes thereon
paid.

(b) The person in whose name shares of stock stand on the
books of the Corporation shall be deemed by the Corporation to be the owner
thereof for all purposes, and the Corporation shall not be bound to
recognize any equitable or other claim to or interest in such share or
shares on the part of any other person, whether or not it shall have express
or other notice thereof, except as otherwise provided by the laws of the
State of Alaska.


GCI BYLAWS
PAGE 20 ASS007BD/A182615
Section 3. Lost or Destroyed Certificates. The Board shall
have the power to direct new stock certificates to be issued to any
Stockholder in place of any certificates theretofore issued by the
Corporation when such Stockholder proves to the satisfaction of the Board
that a stock certificate is lost or destroyed, or upon the posting of an
indemnity bond by the owner of such lost or destroyed certificates, or that
Stockholder's legal representatives, in such amount as the Board shall deem
appropriate, to hold the Corporation harmless from any loss or claim arising
out of or in connection with the issuance of a duplicate certificate, unless
such requirement be dispensed with by the Board, in its discretion, in any
instance or instances.

Section 4. Transfer Agent and Registrar. The Board may
appoint one or more transfer agents or transfer clerks and one or more
registrars, and may require all certificates for shares to bear the manual
or facsimile signature or signatures of any of them. The Corporation's
transfer agent and registrar may be the identical if the person or entity
acting in such dual capacities countersigns certificates for shares required
to bear that person's signatures in both capacities.

Section 5. Restrictions on Transfer. No securities of the
Corporation or certificates representing such securities will be transferred
in violation of any law or of any restriction on such transfer set forth in
the Articles of Incorporation or amendments to them, these Bylaws or other
agreement restricting such transfer which has been filed with the
Corporation if reference to any such restrictions is made on the
certificates representing such securities. The Corporation will not be bound
by any restriction not so filed and noted. The Corporation may rely in good
faith upon the opinion of its counsel as to any legal or contractual
violation with respect to any such restrictions unless the issue has been
finally determined by a court of competent jurisdiction. The Corporation and
any party to such agreement will have the right to have a restrictive legend
imprinted upon any certificate covered by the agreement and any certificates
issued in replacement or exchange therefor or with respect to such
certificates.

Section 6. Closing Transfer Books and Filing Record Date.
The Board may prescribe a period not exceeding 70 days nor less than 20 days
prior to the record date appointed for the payment of dividends to
Stockholders during which no transfer of stock may be made on the books of
the Corporation, or the Board may fix a date not more than 60 days nor less
than 20 days prior to the date for the payment of any such dividends as the
record date as of which Stockholders entitled to receive payment of such
dividends will be determined. Only Stockholders of record on that record
date will be entitled to receive payment of such dividends.


GCI BYLAWS
PAGE 21 ASS007BD/A182615


ARTICLE VIII

REPORTS TO SHAREHOLDERS

Section 1. Annual Report. (a) The Board will authorize the
preparation of and arrangement for the distribution of an annual report to
Stockholders of the Corporation as required by as 10.06.433(a) Alaska
Corporations Code.

(b) The annual report to Stockholders will contain, at
minimum, a balance sheet as of the end of the fiscal year and an income
statement and statement of changes in financial position for the fiscal year
accompanied by (1) a report on the fiscal year by independent accountants or
(2) if there is no such report from accountants, a certificate of an
authorized officer of the Corporation that the financial statements were
prepared without audit from the books and records of the Corporation;
provided that, so long as the Corporation's stock is registered pursuant to
the federal Securities Exchange Act of 1934, the Annual Report to
Stockholders required under that act will be provided to all Stockholders.

Section 2. Other Reports. A Stockholder holding at least
five percent of the outstanding shares of a class of the Corporation may
make a written request to the Corporation in accordance with AS 10.06.433(c)
of the Alaska Corporations Code, for a quarterly income statement of the
Corporation and a balance sheet of the Corporation and, in addition, if an
annual report for the last fiscal year has not been sent to Stockholders,
the statements required by (a) of Section 1 of Article VIII of these Bylaws
for the last fiscal year. These statements will be delivered or mailed by
the Corporation to the person making the request within 30 days of the
request. A copy of these statements will be kept on file in the principal
office of the Corporation for 12 months, and they will be exhibited at all
reasonable times to a Stockholder demanding an examination of the
statements, or a copy of the statements will be mailed to that Stockholder.

Section 3. Delivery. (a) The Corporation will, in
accordance with AS 10.06.433(d) of the Alaska Corporations Code, upon the
written request of a Stockholder, mail to the Stockholder a copy of the
reports described in this Article VIII.

(b) The income statements and balance sheets referred to
in this Article VIII must be accompanied by any report on those statements
prepared by independent accountants engaged by the Corporation or the


GCI BYLAWS
PAGE 22 ASS007BD/A182615
certificate of an authorized officer of the Corporation that the financial
statements were prepared without audit from the books and records of the
Corporation.


ARTICLE IX

TRANSACTIONS WITH OFFICERS,
DIRECTORS AND SHAREHOLDERS

Section 1. Director Material Interest. A contract or other
transaction between the Corporation and one or more of the directors of the
Corporation, or between the Corporation and a corporation, firm, or
association in which one or more of the directors of the Corporation has a
material financial interest, is neither void nor voidable because the
director or directors or other corporation, firm, or association is a party
or because the director or directors is present at the meeting of the Board
that authorizes, approves, or ratifies the contract or transaction, if the
material facts as to the transaction and as to the director's interest are
fully disclosed or known to the

(1) Stockholders and the contract or transaction
is approved by the Stockholders in good faith, with the shares
owned by the interested director or directors not being entitled to
vote; or

(2) Board, and the Board authorizes, approves, or
ratifies the contract or transaction in good faith by a sufficient
vote without counting the vote of the interested director or
directors, and the person asserting the validity of the contract or
transaction sustains the burden of proving that the contract or
transaction was just and reasonable as to the Corporation at the
time it was authorized, approved, or ratified.

Section 2. Common Directorships, Votes on Compensation.
(a) A common directorship does not alone constitute a material financial
interest within the meaning of this Article IX. A director is not
interested, within the meaning of this Article IX, in a resolution fixing
the compensation of another director as a director, officer, or employee of
the Corporation, notwithstanding the fact that the first director is also
receiving compensation from the Corporation.

(b) Interested or common directors may be counted in
determining the presence of a quorum at a meeting of the Board that
authorizes, approves, or ratifies a contract or transaction under this
Article IX.


GCI BYLAWS
PAGE 23 ASS007BD/A182615



Section 3. Transactions Involving Cross Directorships. A
contract or other transaction between the Corporation and a corporation or
association of which one or more directors of the Corporation are directors
is neither void nor voidable because the director or directors are present
at the meeting of the Board that authorizes, approves, or ratifies the
contract or transaction, if the material facts of the transaction and the
director's other directorship are fully disclosed or known to the Board and
the Board authorizes, approves, or ratifies the contract or transaction in
good faith by a sufficient vote without counting the vote of the common
director or directors or the contract or transaction is approved by the
Stockholders in good faith. This Section 3 does not apply to contracts or
transactions covered by Section 1 of this Article IX.


ARTICLE X

GENERAL PROVISIONS

Section 1. Fiscal Year. The fiscal year of the Corporation
shall convene on the first day of January of each year, unless otherwise
determined by the Board.

Section 2. Books and Records. A certified copy of the
Articles of Incorporation and the Bylaws shall be deposited in the name of
the Corporation in such bank or banks, trust company or trust companies or
other institutions as the Board shall designate by resolution. All checks or
demands for the payment of money and all notes and other instruments of a
negotiable nature shall be signed by the person designated by appropriate
resolution of the Board or these Bylaws.

Section 3. Contracts. The Board may authorize any officer
or officers or agent or agents to enter into any contract or execute and
deliver any instrument in the name and on behalf of the Corporation, and
such authority may be general or confined to specific instances.

Section 4. Loans. No loans shall be contracted on behalf
of the Corporation and no evidence of indebtedness shall be issued in its
name unless authorized by a resolution of the Board, and such authorization
may be general or confined to specific instances.

Section 5. Saving Clause. In the event any provision of
these Bylaws is inconsistent with the Articles of Incorporation or the
corporate laws of the State of Alaska, such provision shall be invalid to
the extent of such conflict; and such conflict shall not affect the validity
of all other provisions of these Bylaws.


GCI BYLAWS
PAGE 24 ASS007BD/A182615

ARTICLE XI

AMENDMENTS

Section 1. Amendment and Repeal. Except as otherwise
provided by law, the power to alter, amend or repeal these Bylaws and adopt
new Bylaws will be vested exclusively in the Board, provided that such
action must be taken by a vote of at least a simple majority of the whole
Board.

Section 2. Recordation. Whenever an amendment or new bylaw
is adopted and thereby made a part of the Bylaws, a copy of that bylaw will
be kept in the minute book with these Bylaws. If any position of the Bylaws
is repealed, the fact of such repeal and the date on which it occurred will
be recorded in the minute book, and a copy of it will be placed next to and
include in these Bylaws.



I, the undersigned being the Secretary of GENERAL
COMMUNICATION, INC., hereby certify the foregoing to be the amended and
revised Bylaws of the Corporation, as adopted by the Board, on the day
of , 1993.



----------------------------
Secretary


GCI BYLAWS
PAGE 25 ASS007BD/A182615