Exhibit 3.1

AMENDMENT NO. 1 TO THE

THIRD AMENDED AND RESTATED BYLAWS

OF

PACIFIC OAK STRATEGIC OPPORTUNITY REIT, INC.

Pursuant to Article XIII of the Third Amended and Restated Bylaws (“Bylaws”) of Pacific Oak Strategic Opportunity REIT, Inc. (the “Corporation”), the Bylaws of the Corporation are hereby amended by adding the following sentence to the end of Article XIV:

The provisions of this Article XIV do not apply to claims brought to enforce a duty or liability created by the Securities Act of 1933, as amended, or the Exchange Act, or any other claim for which the federal courts have exclusive jurisdiction.