Unassociated Document


    EXHIBIT
      4.5

     

    STATEMENT
      OF RESOLUTION

    OF

    SERIES
      B PREFERRED STOCK

    


    
      TO
        THE SECRETARY OF STATE

      OF
        THE STATE OF TEXAS


    

    


    Pursuant
      to Article 2.13 of the Texas Business Corporation Act, Internet America, Inc.,
      a
      corporation organized and existing under the laws of the State of Texas (the
      “Corporation”), submits the following statement for the purpose of eliminating
      (a) the Corporation’s series of Preferred Stock, par value $.01 per share,
      designated as “Series B Preferred Stock” and (b) all references to such series
      from the Articles of Incorporation of the Corporation, as amended (the “Articles
      of Incorporation”):

     

    1. The
      name
      of the Corporation is Internet America, Inc.

     

    2. The
      following resolution, eliminating (a) the Corporation’s series of Preferred
      Stock, par value $0.01 per share, designated as “Series B Preferred Stock” and
      (b) all references to such series from the Articles of Incorporation, was duly
      adopted by the Board of Directors of the Corporation on October 11, 2007. Such
      resolution was duly adopted by all necessary action on the part of the
      Corporation.

     

    WHEREAS,
      Article
      IV of the Articles of Incorporation provides for a class of authorized shares
      known as “Common Stock”, comprising 45,000,000 shares, with a par value of $.01
      per share, issuable from time to time, and for a class of authorized shares
      known as “Preferred Stock”, comprising 5,000,000 shares, with a par value of
      $.01 per share, issuable from time to time in one or more series (the “Preferred
      Stock”);

     

    WHEREAS,
      pursuant
      to Article IV of the Articles of Incorporation, the Board of Directors of the
      Corporation adopted a resolution on May 15, 1996, which established and
      designated a series of Preferred Stock as “Series B Preferred Stock” and fixed
      the designations, preferences, limitations, and relative rights, including
      voting rights, of the shares of such series (the “Series B Preferred
      Stock”);

    


    WHEREAS,
      the
      Corporation filed a Certificate of Designations of the Series B Preferred Stock
      on May 24, 1996, relating to the resolution described in the immediately
      preceding paragraph; 

     

    WHEREAS,
      it is
      the desire of the Board of Directors of the Corporation, pursuant to its
      authority as aforesaid, to eliminate (a) the Corporation’s series of Preferred
      Stock, par value $.01 per share, designated as “Series B Preferred Stock” and
      (b) all references to such series from the Articles of Incorporation because
      no
      issued shares of such series remain outstanding;

     

    NOW, THEREFORE,
      BE IT RESOLVED, that
      the Board of Directors does hereby eliminate (a) the Corporation’s series of
      Preferred Stock, par value $.01 per share, designated as “Series B Preferred
      Stock” and (b) all references to such series from the Articles of
      Incorporation.

    


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, the undersigned has executed this Statement of Resolution
      on
      behalf of the Corporation as of this 12th day of October, 2007.

     

    
      	 	 	 
	 	INTERNET AMERICA,
              INC.
	 
 	 
 	 
 
	 	By:  	/s/ William
              E. Ladin, Jr. 
	 	
              
Name: William
              E. Ladin, Jr.
	 	Title:Chairman
              and Chief Executive  Officer




    
      
        


        
        

      

      
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