Exhibit 3.1
 AMENDED ARTICLES OF INCORPORATION
OF
FOREST CITY ENTERPRISES, INC.
 ARTICLE I
NAME
  ARTICLE II
PRINCIPAL PLACE OF BUSINESS
  ARTICLE III
PURPOSES
  A.
    
    To manufacture, buy, sell and otherwise deal in, at wholesale or retail, rough and
finished lumber, millwork, lath, shingles, sash, doors, windows, wood products of all
kinds, lime, cement, plaster, nails, hardware, and building materials and supplies of every
kind and character; to acquire, by purchase or otherwise, own, hold, buy, sell, convey,
lease, mortgage, encumber and otherwise deal in timber land and the products thereof; to
acquire, own, buy, sell, manage, and operate sawmills and woodworking plants; to carry on a
general building and construction business; and to lend money to and enter into contracts
and arrangements of all kinds with builders, property owners and others;B.
    
    To acquire by purchase or otherwise, own, hold, buy, sell, convey, exchange, lease,
mortgage, encumber and otherwise deal in real estate or other property, whether real or
personal; to subdivide, plat, improve and develop land for the purpose of sale, investment
or otherwise; and to do and perform all things needful or lawful for the development and
improvement of real estate for residential, commercial, industrial or other purposes;C.
    
    To manage, operate and administer shopping centers, apartment buildings and other
residential properties and any and all commercial or industrial developments or properties
and, in connection with such management, operation or administration, to promote the sale
of space, collect rent, maintain the property and to do all things necessary or incidental
to the conduct of such business;D.
    
    To carry on the business of buying, selling and otherwise dealing in goods,
commodities, wares and merchandise, at wholesale or retail;E.
    
    To acquire, hold, use, sell, assign, lease, grant licenses in respect of, mortgage or
otherwise dispose of letters patent of the United States or any foreign country, patent
rights, licenses and privileges, inventions, improvements and processes, copyrights,
trademarks and tradenames, relating to, or useful in connection with, any business or
activity of the Corporation;F.
    
    To acquire by purchase or otherwise, invest in, own, hold and dispose of stocks, bonds,
notes, bills of exchange, mortgages, bills of lading, warehouse receipts, and other
properties and securities, whether as owner, factor, agent, broker or otherwise; to borrow
money upon the same; and to do all things necessary or incidental to the conduct of such
business;G.
    
    To engage in any lawful undertaking or business whatsoever, mercantile, manufacturing,
service or otherwise, in which it is lawful for a corporation to engage, or in which it
would be lawful for an individual to engage, and to have and exercise all powers conferred
by the State of Ohio on corporations organized for profit under the corporation laws of the
State of Ohio; andH.
    
    To engage in business as a general or limited partner or joint adventurer with
individuals, partnerships or other corporations, and to do all other things necessary or
proper to carry out or further any of the purposes of the Corporation.




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ARTICLE IV
CAPITAL STOCK
 A.
    
    AUTHORIZED SHARES
  B.
    
    TERMS OF CLASS A COMMON STOCK AND CLASS B COMMON STOCK
 (1)
    
    General
  (2)
    
    Conversion Rights of Class B Common Stock
  C.
    
    TERMS OF PREFERRED STOCK
 (1)
    
    General




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D.
    
    VOTING RIGHTS
 (1)
    
    General




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(2)
    
    Protective Provisions
   (3)
    
    Preferred Stock
  E.
    
    STOCK DIVIDENDS AND SPLIT-UP OR RECLASSIFICATION




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F.
    
    ELIMINATION OF PRE-EMPTIVE AND OTHER RIGHTS
  ARTICLE V
SPECIAL VOTING REQUIREMENTS
  ARTICLE VI
PURCHASE OF STOCK
  ARTICLE VII
INTERDEALING




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ACTICLE VIII
CHANGE OF PURPOSE
  ARTICLE IX
PREVIOUS ARTICLES SUPERSEDED
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