Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal

Year.

On November 9, 2022, the Board of Directors (the "Board") of Century Communities, Inc. (the "Company") approved and adopted Amended and Restated Bylaws (the "Amended and Restated Bylaws") incorporating certain amendments, including amendments in response to the new universal proxy rules promulgated by the Securities and Exchange Commission (the "SEC") and recent amendments to the Delaware General Corporation Law (the "DGCL"). The Amended and Restated Bylaws became effective immediately upon their approval and adoption by the Board.

The amendments reflected in the Amended and Restated Bylaws, include, among other changes:

? Enhancing the procedural mechanics and disclosure requirements relating to

business proposals submitted and director nominations made by stockholders for

consideration at annual meetings of the stockholders of the Company, including

referring specifically to the new SEC universal proxy rule and requiring

additional information regarding director nominees;

? Clarifying the existing forum selection bylaw to provide that the federal

district courts of the United States shall be the exclusive forum for the

resolution of claims under the Securities Act of 1933, as amended, and other

changes to increase its enforceability;

? Providing greater flexibility for adjourning and reconvening a meeting of the

Company's stockholders;

? Adding detail regarding how notice must be given to stockholders, particularly

with respect to electronic transmissions;

? Eliminating the former requirement that the Company make available its

stockholder list during a meeting of the Company's stockholders;

? Expanding the responsibilities of the person presiding over any meeting of the

Company's stockholders;

? Adding emergency bylaw provisions in case of an emergency, disaster or

catastrophe to give the Company greater flexibility in navigating these

challenges as now permitted by the DGCL; and

? Incorporating other non-substantive changes, such as eliminating outdated

references and including gender neutral language.

The foregoing summary of the Amended and Restated Bylaws is qualified in its entirety by reference to the complete text of the Amended and Restated Bylaws, as approved, adopted, and effective on November 9, 2022, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated by reference herein.

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Item 9.01. Financial Statements and Exhibits.





  (d) Exhibits.



Exhibit No.   Description
    3.1       Amended and Restated Bylaws of Century Communities, Inc., effective
              November 9, 2022
    104       The cover page from this Current Report on Form 8-K, formatted in Inline
              XBRL

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