Equity Residential (EQR) 8-K Amendments to Articles of Incorporation or Bylaws

Exhibit 3.1

EQUITY RESIDENTIAL

SECOND AMENDMENT TO

EIGHTH AMENDED AND RESTATED BYLAWS

1. The Eighth Amended and Restated Bylaws (the “Bylaws”) of Equity Residential, a Maryland real estate investment trust, are hereby amended by deleting therefrom Section 14 of Article II in its entirety and inserting in lieu thereof a new Section 14 of Article II as follows:

Section 14.MEETINGS BY CONFERENCE TELEPHONE AND REMOTE COMMUNICATION.

(a)    Conference Telephone. The Board of Trustees or the chairman of the meeting may permit shareholders to participate in a meeting of shareholders by means of conference telephone or other communications equipment by which all persons participating in the meeting can hear each other at the same time. Participation in a meeting by these means constitutes presence in person at the meeting.

(b)    Remote Communication. The Board of Trustees may determine that a meeting of shareholders may be held solely by means of remote communication.

2. Except as set forth herein, the Bylaws shall remain in full force and effect.

Effective Date: May 4, 2020