Exhibit 3.5
SECOND AMENDMENT
TO AMENDED AND RESTATED BYLAWS
OF FORESTAR REAL ESTATE GROUP INC.
This Second Amendment to the Amended and Restated Bylaws of Forestar Real Estate Group Inc., dated as
of December 11, 2007 (the “Bylaws”), hereby amends the Bylaws as follows effective as of November 11,
2008:
1. Section 11 of Article II of the Bylaws is hereby amended and restated in its entirety as follows:
“ Section 11. Advance Notification . At an annual meeting of the stockholders, only such business shall
be conducted as shall have been properly brought before the meeting. To be properly brought before an annual
meeting, business must be (a) specified in the notice of meeting (or any supplement thereto) given by or at the
direction of the Board of Directors, (b) otherwise brought before the meeting by or at the direction of the
Board of Directors, or (c) otherwise properly brought before the meeting by a stockholder who (i) was a
stockholder of record at the time of giving of advance notice provided for in this Section 11 and at the time of
the annual meeting, (ii) is entitled to vote at the meeting and (iii) complies with the advance notice procedures
set forth in this Section 11 as to such business. For business to be properly brought before an annual meeting
by a stockholder, if such business relates to the election of directors of the Company, the procedures in
Article III, Section 3 must be complied with. If such business relates to any other matter, the stockholder must
have given timely notice thereof in writing to the Secretary and such business must otherwise be a proper
matter for stockholder action. To be timely, a stockholder’s notice must be delivered or mailed by first class
United States mail, postage prepaid, to and received by the Secretary at the principal executive offices of the
Company not less than 75 days nor more than 100 days prior to the anniversary date of the immediately
preceding annual meeting of stockholders of the Company; provided, however