**EXHIBIT 3.3**

 

**FIRST AMENDMENT**

 

**TO**

 

**BRESLER & REINER, INC.**

 

**AMENDED AND RESTATED BY-LAWS**

 

Whereas, the company adopted Amended and Restated By-Laws on the13th day of November, 2001; and 

 

Whereas, the board of directors wishes to amend and restate Article V of the Amended and Restated By-Laws; 

 

Now, therefore, Article V of the Amended and Restated By-Lawsis amended and restated as follows: 

 

**ARTICLE I**

 

OFFICERS 

 

Section 1. The officers of the corporation shall be chosen bythe board of directors and shall be a chairman, a chief executive officer, a president, a chief operating officer, a secretary and a treasurer. The board of directors may also choose one (1) or more vice presidents and one (1) or more assistantsecretaries and assistant treasurers. Any number of the aforesaid offices may be held by the same person. 

 

Section 2. The board of directors, immediately after each annual meeting of shareholders, shall elect a chief executive officer, a chiefoperating officer, and a president, each of whom may, but need not be a director, and the board shall also annually choose a secretary and a treasurer who need not be members of the board. 

 

Section 3. The board of directors may appoint such other officers and agents as it shall deem necessary whoshall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by board. 

 

Section 4. The salaries of all officers of the corporation shall be fixed by the board of directors. 

 

Section 5. The officers of the corporation shall hold officeuntil their successors are chosen and qualify. Any officer elected or appointed by the board of directors may be removed at any time by the affirmative vote of a majority of the board of directors. Any vacancy occurring in any office of thecorporation shall be filled by the board directors. 

 

THE CHAIRMAN

 

Section 6. The Chairman shall chair all of themeetings of the board of directors and shall perform such other executive functions as may be delegated to him by the board of directors. 

 

THE EXECUTIVE OFFICER 

 

Section 7. The chief executive officer shall be the chief executive officer of corporation and shall have full power and authority overthe business and affairs of corporation. The chief executive officer is authorized to execute contracts, notes, deeds of trust and other documents on behalf of corporation, which authority he may delegate to other officers in his sole discretion. Inthe absence of the Chairman, the chief executive officer shall chair the meetings of the board of directors. 

 

THE PRESIDENT 

 

Section 8. The president shall have the power and authority generally conferred upon the president of a corporation, and shall perform such other duties and have such other powers as the board ofdirectors may from time to time prescribe. In the absence or disability of the chief executive officer, the president shall temporarily act as the chief executive officer of the corporation. The president is authorized to execute contracts, notes,deeds of trust and other documents on behalf of the corporation. 

 

THE CHIEF OPERATING OFFICER 

 

Section 9. The chief operating officer shall be the chief operating officer of the corporation, shall have general and active management of the operations of the corporation and shall see that all orders and directions of the chiefexecutive officer and president are carried into effect. The chief operating officer shall report to the chief executive officer. The chief operating officer is authorized to execute contracts, notes, deeds of trust and other documents on behalf ofthe corporation. 

 

THE VICE-PRESIDENTS

 

Section 10. The vice-presidents, if one (1), orif there shall be more than one (1), the vice-presidents, in the order determined by the board of directors, shall, in the absence or disability of the chief executive officer, president and chief operating officer, perform the duties and exercisethe powers of the chief executive officer, and shall perform such other duties and have such other powers as the board of directors and/or the chief executive officer may from time to time prescribe. 

 

THE SECRETARYAND ASSISTANT SECRETARIES 

 

Section 11. Thesecretary shall attend all meetings of the board of directors and all meetings of the shareholders and record all proceedings of the meetings of the corporation and of the board of directors in a book to be kept for that purpose and shall performlike duties for the executive committee when required. The secretary shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board of directors, and shall perform such other duties as may beprescribed by the board of directors and/or the president, under whose supervision the secretary shall be. The secretary shall keep in safe custody the seal of the corporation and, when authorized by the board of directors or the chief executiveofficer, affix the same to any instrument requiring it and, when so affixed, it shall be attested by the secretary’s signature or by the signature of an assistant secretary. 

 

Section 12. The assistant secretary, if one (1), or if there be more than one (1), the assistant secretariesin the order determined by the board of directors, shall, in the absence or disability of the secretary, perform such other duties and have such other powers as the board of directors and/or the chief executive officer may form time to timeprescribe. 

 

Section 13. The treasurer shall havethe custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation and shall deposit all moneys and other valuable effects in the name and to the credit ofthe corporation in such depositories as may designate by chief executive officer or the board of directors. 

 

Section 14. The treasurer shall disburse the funds of the corporation as may be ordered by the board of directors, taking proper vouchersfor such disbursements, and shall render to the chief executive officer and the board of directors, at its regular meeting, or when the chief executive officer or board of directors so requires, an account of all the treasurer’s transactions astreasurer and of the financial condition of the corporation. 

 

Section 15. If required by chief executive officer or the board of directors, the treasurer shall give the corporation a bond in such sum and with such surety or sureties as shall be satisfactory to the board of directors for thefaithful performance of the duties of the office of the treasurer and for the restoration to the corporation, in case of the treasurer’s death, resignation, retirement or removal from office, of all books, papers, vouchers money and otherproperty of whatever kind in the treasurer’s possession or under the treasurer’s control belonging to the corporation. 

 

Section 16.The assistant treasurer, if one (1), or if there shall be more than one (1), the assistant treasurers, in the order determined by the board of directors, shall, in the absence or disability of the treasurer, perform the duties and exercise thepowers of the treasurer and shall perform such other duties and have such other powers as the board of directors and/or the chief executive officer may from time to time prescribe. 

 

Approved by the

Board of Directors

at a regular meeting

held on June 20, 2002

 

 

/s/ Jean S. Cafardi      

Jean S. Cafardi

Secretary