UCP (UCP) 8-K Century Communities and UCP Agree to Business Combination

Exhibit 3.1

AMENDMENTTO

AMENDEDAND RESTATED BYLAWSOF

UCP, INC.

The Amended and Restated Bylaws of UCP, Inc., as amended, are hereby amended, effective immediately, by adopting a newSection 8.5 to provide in its entirety as follows:

Section 8.5Exclusive Forum. Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, (c) any action asserting a claim arising pursuant to any provision of the DGCL, the Certificate of Incorporation or these Bylaws, or (d) any action asserting a claim governed by the internal affairs doctrine shall be the Court of Chancery of the State of Delaware. If the Court of Chancery of the State of Delaware lacks jurisdiction over such action or proceeding, the sole and exclusive forum for such action or proceeding shall be another court of the State of Delaware or, if no court of the State of Delaware has jurisdiction, then the federal district court for the District of Delaware.