Exhibit 3.2
AMENDMENT
NO. 1
TO
THE BYLAWS
OF
LEGACY HOUSING CORPORATION
(Adopted by the Board of Directors effective as of October 29, 2025)
This Amendment No. 1 to the Bylaws (the “Bylaws”) of Legacy Housing Corporation, a Texas corporation (the “Corporation”), hereby amends the Bylaws in the following respects:
| 1. | Article 7 of the Bylaws is hereby amended to add a new Section 7.5 as follows: |
“Section 7.5 Ownership Threshold for Derivative Proceedings. No shareholder or group of shareholders may institute or maintain a derivative proceeding brought on behalf of the Corporation against any director and/or officer of the Corporation in his or her official capacity, unless the shareholder or group of shareholders, at the time the derivative proceeding is instituted, beneficially owns a number of shares of Common Stock sufficient to meet an ownership threshold of at least three percent of the outstanding shares of the Corporation.”
| 2. | Except as specifically amended above, the Bylaws shall remain in full force and effect. |