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Toll Brothers Inc – ‘10-Q’ for 7/31/05 – EX-3

On: Thursday, 9/8/05, at 3:51pm ET · For: 7/31/05 · Accession #: 950116-5-2987 · File #: 1-09186

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/08/05  Toll Brothers Inc                 10-Q        7/31/05    7:168K                                   St Ives Financial/FA

Quarterly Report — Form 10-Q
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-Q        Quarterly Report                                      33    218K 
 2: EX-3        Exhibit 3.1                                           11     49K 
 3: EX-4        Exhibit 4.1                                            4     26K 
 4: EX-31       Exhibit 31.1                                           2±     9K 
 5: EX-31       Exhibit 31.2                                           2±    10K 
 6: EX-32       Exhibit 32.1                                           1      6K 
 7: EX-32       Exhibit 32.2                                           1      6K

EX-3 — Exhibit 3.1

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EXHIBIT 3.1                                                                     

 SECOND RESTATED CERTIFICATE OF INCORPORATION OF TOLL BROTHERS, INC.

        Toll Brothers, Inc., a corporation organized and existing under and by
virtue of the General Corporation Law of the State of Delaware, does hereby     
certify that:                                                                   

         FIRST: The original Certificate of Incorporation of the corporation was
filed with the Secretary of State of the State of Delaware on May 28, 1986. The 
Restated Certificate of Incorporation of the corporation was filed with the     
Secretary of State of the State of Delaware on July 3, 1986.                    

    SECOND: This Second Restated Certificate of Incorporation was duly
adopted in accordance with Section 245 of the General Corporation Law of the    
State of Delaware.                                                              

        THIRD: This Second Restated Certificate of Incorporation only restates
and integrates and does not further amend the provisions of the Restated        
Certificate of Incorporation of the corporation as heretofore amended or        
supplemented, and there is no discrepancy between those provisions and the      
provisions of this Second Restated Certificate of Incorporation, which reads in 
its entirety as follows:                                                        

 ARTICLE ONE

The name of the corporation is Toll Brothers, Inc.                              

 ARTICLE TWO

The address of its registered office in the State of Delaware is 1209 Orange    
Street, Wilmington, County of New Castle, Delaware 19801. The name of its       
registered agent at such address is The Corporation Trust Company.              

 ARTICLE THREE

The purpose of the corporation is to engage in any lawful act or activity for   
which corporations may be organized under the General Corporation Law of the    
State of Delaware.                                                              

ARTICLE FOUR

The corporation is authorized to issue 201,000,000 shares of capital stock,     
consisting of two (2) classes of stock, to wit:                                 

        (a) COMMON STOCK. The total number of shares of Common Stock which the
  corporation shall have authority to issue is Two Hundred Million
      (200,000,000) shares and the par value of each of such shares is One
Cent ($.01) amounting in the aggregate to Two Million Dollars 
($2,000,000).                                                 

    (b) PREFERRED STOCK. The total number of shares of Preferred Stock
    which the corporation shall have authority to issue is One Million
      (1,000,000), and the par value of each such share is One Cent ($.01)
amounting in the aggregate to Ten Thousand Dollars ($10,000). 

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The Board of Directors is authorized, subject to the limitations prescribed by  
law and the provisions of this Article Four, to provide by adopting a resolution
or resolutions, a certificate of which action shall be filed and recorded in    
accordance with the General Corporation Law of the State of Delaware, for the   
issuance of the Preferred Stock in one or more series, each with such           
designations, powers, preferences and rights of the shares, and the             
qualifications, limitations or restrictions thereof.                            

The number of authorized shares of Preferred Stock may be increased or decreased
(but not below the number of shares thereof then outstanding) by the affirmative
vote of the holders of a majority of the Common Stock, without a vote of the    
holders of the Preferred Stock, or of any series thereof, unless a vote of any  
such holders is required pursuant to the certificate or certificates            
establishing the series of Preferred Stock."                                    

 CERTIFICATE OF DESIGNATION, PREFERENCES AND RIGHTS OF SERIES A JUNIOR
PARTICIPATING PREFERRED STOCK OF TOLL BROTHERS, INC.

SECTION 1. DESIGNATION AND AMOUNT.

The shares of such series shall be designated as "Series A Junior Participating 
Preferred Stock" and the number of shares constituting such series shall be     
60,000.                                                                         

 SECTION 2. DIVIDENDS AND DISTRIBUTIONS.

(A) The holders of shares of Series A Junior Participating Preferred Stock shall
be entitled to receive, when, as and if declared by the Board of Directors out  
of funds legally available for the purpose, quarterly dividends payable in cash 
on the last day of March, June, September and December in each year (each such  
date being referred to herein as a "Quarterly Dividend Payment Date"),          
commencing on the first Quarterly Dividend Payment Date after the first issuance
of a share or fraction of a share of Series A Junior Participating Preferred    
Stock, in an amount per share (rounded to the nearest cent) equal to the greater
of (a) $0.01 or (b) subject to the provision for adjustment hereinafter set     
forth, 1,000 times the aggregate per share amount of all cash dividends, and    
1,000 times the aggregate per share amount (payable in kind) of all non-cash    
dividends or other distributions other than a dividend payable in shares of     
Common Stock or a subdivision of the outstanding shares of Common Stock (by     
reclassification or otherwise), declared on the Common Stock, par value $0.01   
per share, of the Corporation (the "Common Stock") since the immediately        
preceding Quarterly Dividend Payment Date, or, with respect to the first        
Quarterly Dividend Payment Date, since the first issuance of any share or       
fraction of a share of Series A Junior Participating Preferred Stock. In the    
event the Corporation shall at any time after June 12, 1997 (the "Rights        
Declaration Date") (i) declare any dividend on Common Stock payable in shares of
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the 
outstanding Common Stock into a smaller number of shares, then in each such case
the amount to which holders of shares of Series A Junior Participating Preferred
Stock were entitled immediately prior to such event under clause (b) of the     
preceding sentence shall be adjusted by multiplying such amount by a fraction   
the numerator of which is the number of shares of Common Stock outstanding      
immediately after such event and the denominator of which is the number of      
shares of Common Stock that were outstanding immediately prior to such event.   

(B) The Corporation shall declare a dividend or distribution on the outstanding 
shares of Series A Junior Participating Preferred Stock as provided in Paragraph
(A) above immediately after it declares a dividend or distribution on the Common
Stock (other than a dividend payable in shares of Common Stock); provided that, 
in the event no dividend or distribution shall have been declared on the Common 
Stock during the period between any Quarterly Dividend Payment Date and the next
subsequent Quarterly Dividend Payment Date, a dividend of $0.01 per share on the
outstanding shares of Series A Junior Participating Preferred Stock shall       
nevertheless be payable on such subsequent Quarterly Dividend Payment Date.     

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(C) Dividends shall begin to accrue and be cumulative on outstanding shares of  
Series A Junior Participating Preferred Stock from the Quarterly Dividend       
Payment Date next preceding the date of issue of such shares of Series A Junior 
Participating Preferred Stock, unless the date of issue of such shares is prior 
to the record date for the first Quarterly Dividend Payment Date, in which case 
dividends on such shares shall begin to accrue from the date of issue of such   
shares, or unless the date of issue is a Quarterly Dividend Payment Date or is a
date after the record date for the determination of holders of shares of Series 
A Junior Participating Preferred Stock entitled to receive a quarterly dividend 
and before such Quarterly Dividend Payment Date, in either of which events such 
dividends shall begin to accrue and be cumulative from such Quarterly Dividend  
Payment Date. Accrued but unpaid dividends shall not bear interest. Dividends   
paid on the shares of Series A Junior Participating Preferred Stock in an amount
less than the total amount of such dividends at the time accrued and payable on 
such shares shall be allocated pro rata on a share-by-share basis among all such
shares at the time outstanding. The Board of Directors may fix a record date for
the determination of holders of shares of Series A Junior Participating         
Preferred Stock entitled to receive payment of a dividend or distribution       
declared thereon, which record date shall be no more than thirty (30) days prior
to the date fixed for the payment thereof.                                      

 SECTION 3. VOTING RIGHTS.

The holders of shares of Series A Junior Participating Preferred Stock shall    
have the following voting rights:                                               

(A) Subject to the provision for adjustment hereinafter set forth, each share of
Series A Junior Participating Preferred Stock shall entitle the holder thereof  
to 1,000 votes on all matters submitted to a vote of the stockholders of the    
Corporation. In the event the Corporation shall at any time after the Rights    
Declaration Date (i) declare any dividend on Common Stock payable in shares of  
Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the 
outstanding Common Stock into a smaller number of shares, then in each such case
the number of votes per share to which holders of shares of Series A Junior     
Participating Preferred Stock were entitled immediately prior to such event     
shall be adjusted by multiplying such number by a fraction the numerator of     
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that 
were outstanding immediately prior to such event.                               

(B) Except as otherwise provided herein or by law, the holders of shares of     
Series A Junior Participating Preferred Stock and the holders of shares of      
Common Stock shall vote together as one class on all matters submitted to a vote
of stockholders of the Corporation.                                             

(C)      (i) If at any time dividends on any Series A Junior Participating      
   Preferred Stock shall be in arrears in an amount equal to six (6)
       quarterly dividends thereon, the occurrence of such contingency shall
         mark the beginning of a period (herein called a "default period") which
        shall extend until such time when all accrued and unpaid dividends for
       all previous quarterly dividend periods and for the current quarterly
dividend period on all shares of Series A Junior Participating
       Preferred Stock then outstanding shall have been declared and paid or
   set apart for payment. During each default period, all holders of
         Preferred Stock (including holders of the Series A Junior Participating
      Preferred Stock) with dividends in arrears in an amount equal to six
     (6) quarterly dividends thereon, voting as a class, irrespective of
series, shall have the right to elect two (2) Directors.      

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     (ii) During any default period, such voting right of the holders of
Series A Junior Participating Preferred Stock may be exercised
         initially at a special meeting called pursuant to subparagraph (iii) of
 this Section 3(C) or at any annual meeting of stockholders, and
   thereafter at annual meetings of stockholders, provided that such
       voting right shall not be exercised unless the holders of ten percent
   (10%) in number of shares of Preferred Stock outstanding shall be
       present in person or by proxy. The absence of a quorum of the holders
 of Common Stock shall not affect the exercise by the holders of
   Preferred Stock of such voting right. At any meeting at which the
       holders of Preferred Stock shall exercise such voting right initially
         during an existing default period, they shall have the right, voting as
    a class, to elect Directors to fill such vacancies, if any, in the
     Board of Directors as may then exist up to two (2) Directors or, if
such right is exercised at an annual meeting, to elect two (2)
         Directors. If the number which may be so elected at any special meeting
      does not amount to the required number, the holders of the Preferred
   Stock shall have the right to make such increase in the number of
       Directors as shall be necessary to permit the election by them of the
      required number. After the holders of the Preferred Stock shall have
    exercised their right to elect Directors in any default period and
      during the continuance of such period, the number of Directors shall
not be increased or decreased except by vote of the holders of
     Preferred Stock as herein provided or pursuant to the rights of any
     equity securities ranking senior to or pari passu with the Series A
Junior Participating Preferred Stock.                         

       (iii) Unless the holders of Preferred Stock shall, during an existing
default period, have previously exercised their right to elect
    Directors, the Board of Directors may order, or any stockholder or
         stockholders owning in the aggregate not less than ten percent (10%) of
         the total number of shares of Preferred Stock outstanding, irrespective
         of series, may request, the calling of a special meeting of the holders
    of Preferred Stock, which meeting shall thereupon be called by the
         President, a Vice-President or the Secretary of the Corporation. Notice
         of such meeting and of any annual meeting at which holders of Preferred
         Stock are entitled to vote pursuant to this Paragraph (C)(iii) shall be
        given to each holder of record of Preferred Stock by mailing a copy of
      such notice to such holder at such holder's last address as the same
       appears on the books of the Corporation. Such meeting shall be called
       for a time not earlier than twenty (20) days and not later than sixty
        (60) days after such order or request, or in default of the calling of
       such meeting within sixty (60) days after such order or request, such
meeting may be called on similar notice by any stockholder or 
         stockholders owning in the aggregate not less than ten percent (10%) of
the total number of shares of Preferred Stock outstanding.    
    Notwithstanding the provisions of this Paragraph (C)(iii), no such
     special meeting shall be called during the period within sixty (60)
       days immediately preceding the date fixed for the next annual meeting
of the stockholders.                                          

    (iv) In any default period, the holders of Common Stock, and other
         classes of stock of the Corporation if applicable, shall continue to be
      entitled to elect the whole number of Directors until the holders of
   Preferred Stock shall have exercised their right to elect two (2)
        Directors voting as a class, after the exercise of which right (x) the
       Directors so elected by the holders of Preferred Stock shall continue
  in office until their successors shall have been elected by such
    holders or until the expiration of the default period, and (y) any
        vacancy in the Board of Directors may (except as provided in Paragraph
   (C)(ii) of this Section 3) be filled by vote of a majority of the
        remaining Directors theretofore elected by the holders of the class of
         stock which elected the Director whose office shall have become vacant.
         References in this Paragraph (C) to Directors elected by the holders of
     a particular class of stock shall include Directors elected by such
        Directors to fill vacancies as provided in clause (y) of the foregoing
sentence.                                                     

        (v) Immediately upon the expiration of a default period, (x) the right
       of the holders of Preferred Stock as a class to elect Directors shall
cease, (y) the term of any Directors elected by the holders of
   Preferred Stock as a class shall terminate, and (z) the number of
Directors shall be such number as may be provided for in the  
         Certificate of Incorporation or By-laws of the Corporation irrespective
         of any increase made pursuant to the provisions of Paragraph (C)(ii) of
this Section 3 (such number being subject, however, to change 
   thereafter in any manner provided by law or in the Certificate of
    Incorporation or By-laws of the Corporation). Any vacancies in the
         Board of Directors effected by the provisions of clauses (y) and (z) in
     the preceding sentence may be filled by a majority of the remaining
Directors.                                                    

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(D) Except as set forth herein, holders of Series A Junior Participating        
Preferred Stock shall have no special voting rights and their consent shall not 
be required (except to the extent they are entitled to vote with holders of     
Common Stock as set forth herein) for taking any corporate action.              

SECTION 4. CERTAIN RESTRICTIONS.

(A) Whenever quarterly dividends or other dividends or distributions payable on 
the Series A Junior Participating Preferred Stock as provided in Section 2      
hereof are in arrears, thereafter and until all accrued and unpaid dividends and
distributions, whether or not declared, on shares of Series A Junior            
Participating Preferred Stock outstanding shall have been paid in full, the     
Corporation shall not:                                                          

        (i) declare or pay dividends on, make any other distributions on, or
         redeem or purchase or otherwise acquire for consideration any shares of
   stock ranking junior (either as to dividends or upon liquidation,
 dissolution or winding up) to the Series A Junior Participating
Preferred Stock;                                              

         (ii) declare or pay dividends on or make any other distributions on any
     shares of stock ranking on a parity (either as to dividends or upon
  liquidation, dissolution or winding up) with the Series A Junior
     Participating Preferred Stock, except dividends paid ratably on the
         Series A Junior Participating Preferred Stock and all such parity stock
         on which dividends are payable or in arrears in proportion to the total
    amounts to which the holders of all such shares are then entitled;

          (iii) redeem or purchase or otherwise acquire for consideration shares
  of any stock ranking on a parity (either as to dividends or upon
  liquidation, dissolution or winding up) with the Series A Junior
         Participating Preferred Stock, provided that the Corporation may at any
      time redeem, purchase or otherwise acquire shares of any such parity
      stock in exchange for shares of any stock of the Corporation ranking
    junior (either as to dividends or upon dissolution, liquidation or
      winding up) to the Series A Junior Participating Preferred Stock; or

      (iv) purchase or otherwise acquire for consideration any shares of
       Series A Junior Participating Preferred Stock, or any shares of stock
  ranking on a parity (either as to dividends or upon liquidation,
   dissolution or winding up) with the Series A Junior Participating
     Preferred Stock, except in accordance with a purchase offer made in
        writing or by publication (as determined by the Board of Directors) to
       all holders of such shares upon such terms as the Board of Directors,
       after consideration of the respective annual dividend rates and other
       relative rights and preferences of the respective series and classes,
 shall determine in good faith will result in fair and equitable
treatment among the respective series or classes.             

(B) The Corporation shall not permit any subsidiary of the Corporation to       
purchase or otherwise acquire for consideration any shares of stock of the      
Corporation unless the Corporation could, under Paragraph (A) of this Section 4,
purchase or otherwise acquire such shares at such time and in such manner.      

 SECTION 5. REACQUIRED SHARES.

Any shares of Series A Junior Participating Preferred Stock purchased or        
otherwise acquired by the Corporation in any manner whatsoever shall be retired 
and canceled promptly after the acquisition thereof. All such shares shall upon 
their cancellation become authorized but unissued shares of Preferred Stock and 
may be reissued as part of a new series of Preferred Stock to be created by     
resolution or resolutions of the Board of Directors, subject to the conditions  
and restrictions on issuance set forth herein.                                  

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SECTION 6. LIQUIDATION, DISSOLUTION OR WINDING UP.

(A) Upon any liquidation (voluntary or otherwise), dissolution or winding up of 
the Corporation, no distribution shall be made to the holders of shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or      
winding up) to the Series A Junior Participating Preferred Stock unless, prior  
thereto, the holders of shares of Series A Junior Participating Preferred Stock 
shall have received an amount equal to $100,000 per share of Series A Junior    
Participating Preferred Stock, plus an amount equal to accrued and unpaid       
dividends and distributions thereon, whether or not declared, to the date of    
such payment (the "Series A Liquidation Preference"). Following the payment of  
the full amount of the Series A Liquidation Preference, no additional           
distributions shall be made to the holders of shares of Series A Junior         
Participating Preferred Stock unless, prior thereto, the holders of shares of   
Common Stock shall have received an amount per share (the "Common Adjustment")  
equal to the quotient obtained by dividing (i) the Series A Liquidation         
Preference by (ii) 1,000 (as appropriately adjusted as set forth in subparagraph
(C) below to reflect such events as stock splits, stock dividends and           
recapitalizations with respect to the Common Stock) (such number in clause (ii),
the "Adjustment Number"). Following the payment of the full amount of the Series
A Liquidation Preference and the Common Adjustment in respect of all outstanding
shares of Series A Junior Participating Preferred Stock and Common Stock,       
respectively, holders of Series A Junior Participating Preferred Stock and      
holders of shares of Common Stock shall receive their ratable and proportionate 
share of the remaining assets to be distributed in the ratio of the Adjustment  
Number to 1 with respect to such Preferred Stock and Common Stock, on a per     
share basis, respectively.                                                      

(B) In the event, however, that there are not sufficient assets available to    
permit payment in full of the Series A Liquidation Preference and the           
liquidation preferences of all other series of Preferred Stock, if any, which   
rank on a parity (either as to dividends or upon liquidation, dissolution or    
winding up) with the Series A Junior Participating Preferred Stock, then such   
remaining assets shall be distributed ratably to the holders of such parity     
shares in proportion to their respective liquidation preferences. In the event, 
however, that there are not sufficient assets available to permit payment in    
full of the Common Adjustment, then such remaining assets shall be distributed  
ratably to the holders of Common Stock.                                         

(C) In the event the Corporation shall at any time after the Rights Declaration 
Date (i) declare any dividend on Common Stock payable in shares of Common Stock,
(ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding   
Common Stock into a smaller number of shares, then in each such case the        
Adjustment Number in effect immediately prior to such event shall be adjusted by
multiplying such Adjustment Number by a fraction the numerator of which is the  
number of shares of Common Stock outstanding immediately after such event and   
the denominator of which is the number of shares of Common Stock that were      
outstanding immediately prior to such event.                                    

SECTION 7. CONSOLIDATION, MERGER, ETC.

In case the Corporation shall enter into any consolidation, merger, combination 
or other transaction in which the shares of Common Stock are exchanged for or   
changed into other stock or securities, cash and/or any other property, then in 
any such case the shares of Series A Junior Participating Preferred Stock shall 
at the same time be similarly exchanged or changed in an amount per share       
(subject to the provision for adjustment hereinafter set forth) equal to 1,000  
times the aggregate amount of stock, securities, cash and/or any other property 
(payable in kind), as the case may be, into which or for which each share of    
Common Stock is changed or exchanged. In the event the Corporation shall at any 
time after the Rights Declaration Date (i) declare any dividend on Common Stock 
payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, 
or (iii) combine the outstanding Common Stock into a smaller number of shares,  
then in each such case the amount set forth in the preceding sentence with      
respect to the exchange or change of shares of Series A Junior Participating    
Preferred Stock shall be adjusted by multiplying such amount by a fraction the  
numerator of which is the number of shares of Common Stock outstanding          
immediately after such event and the denominator of which is the number of      
shares of Common Stock that were outstanding immediately prior to such event.   

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 SECTION 8. NO REDEMPTION.

The shares of Series A Junior Participating Preferred Stock shall not be        
redeemable.                                                                     

 SECTION 9. AMENDMENT.

The Certificate of Incorporation of the Corporation shall not be further amended
in any manner which would materially alter or change the powers, preferences or 
special rights of the Series A Junior Participating Preferred Stock so as to    
affect them adversely without the affirmative vote of the holders of a majority 
or more of the outstanding shares of Series A Junior Participating Preferred    
Stock, voting separately as a class.                                            

SECTION 10. FRACTIONAL SHARES.

Series A Junior Participating Preferred Stock may be issued in fractions of a   
share which shall entitle the holder, in proportion to such holder's fractional 
shares, to exercise voting rights, receive dividends, participate in            
distributions and to have the benefit of all other rights of holders of Series A
Junior Participating Preferred Stock.                                           

ARTICLE FIVE

PART I - POWERS OF THE BOARD

The business and affairs of the corporation shall be managed by or under the    
direction of the Board of Directors. In furtherance and not in limitation of the
powers conferred by statute, the Board of Directors is expressly authorized to  
make, alter, amend or repeal the By-Laws of the corporation. Any By-Laws which  
the Directors make under the power conferred hereby may not be altered, amended 
or repealed, nor may any provisions inconsistent therewith be adopted by the    
stockholders, without the affirmative vote of the holders of at least 66-2/3% of
the voting power of the voting stock of the corporation entitled to vote        
generally in the election of directors, voting together as single class.        

 PART II - NUMBER OF DIRECTORS AND BALLOTS

The number of Directors shall be fixed from time to time by, or in the manner   
provided in, the By-laws of the corporation and may be increased or decreased as
therein provided. Directors of the corporation need not be elected by ballot    
unless required by the By-laws.                                                 

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PART III - CLASSIFICATION OF THE BOARD

The Directors shall be classified, with respect to the time for which they      
severally hold office, into three classes, as nearly equal in number as         
reasonably possible, as shall be provided in the manner specified in the By-    
Laws of the corporation, one class to be originally elected for a term expiring 
at the annual meeting of stockholders to be held in 1990, another class to be   
originally elected for a term expiring at the annual meeting of stockholders to 
be held in 1991, and another class to be originally elected for a term expiring 
at the annual meeting of stockholders to be held in 1992, with each class to    
hold office until its successor is elected and qualified. At each annual meeting
of the stockholders of the corporation, the successors of the class of Directors
whose term expires at that meeting shall be elected to hold office for a term   
expiring at the annual meeting of stockholders held in the third year following 
the year of their election.                                                     

PART IV - REMOVAL OF DIRECTORS

Any Director may be removed from office only for cause and only by the          
affirmative vote of the holders of 66-2/3% of the combined voting power of the  
then outstanding shares of stock entitled to vote generally in the election of  
Directors, voting together as a single class.                                   

PART V - VACANCIES AND NEWLY CREATED DIRECTORSHIPS

Newly created directorships resulting from any increase in the number of        
Directors and any vacancies on the Board of Directors resulting from death,     
resignation, disqualification, removal or other cause shall be filled solely by 
the affirmative vote of a majority of the remaining Directors then in office,   
even though less than a quorum of the Board of Directors. Any Director elected  
in accordance with the preceding sentence shall hold office for the remainder of
the full term of the class of Directors in which the new directorship was       
created or the vacancy occurred and until successors for such Director's class  
shall have been elected and qualified.                                          

 PART VI - NOTICE OF STOCKHOLDER NOMINATIONS

Advance notice of stockholder nominations for the election of Directors shall be
given in the manner provided in the By-Laws of the corporation.                 

PART VII - ABILITY TO ALTER, AMEND OR REPEAL

Notwithstanding anything contained in this Certificate of Incorporation to the  
contrary, the affirmative vote of the holders of at least 66-2/3% of the        
combined voting power of all shares of the corporation entitled to vote         
generally in the election of Directors, voting together as a single class, shall
be required to alter, amend or repeal this Article Five or to adopt any         
provision inconsistent herewith.                                                

 ARTICLE SIX

PART I. RIGHT TO INDEMNIFICATION

Each person who was or is made a party or is threatened to be made a party to or
is involved in any action, suit or proceeding, whether civil, criminal,         
administrative or investigative ("proceeding"), by reason of the fact that he or
she, or a person of whom he or she is the legal representative, is or was a     
director or officer of this corporation or is or was serving at the request of  
the corporation as a director, officer, employee or agent of another corporation
or of a partnership, joint venture, trust or other enterprise, including service
with respect to employee benefit plans, whether the basis of such proceeding is 

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alleged action in an official capacity as a director, officer, employee or agent
or in any other capacity while serving as a director, officer, employee or      
agent, shall be indemnified and held harmless by the corporation to the fullest 
extent authorized by the General Corporation Law of the State of Delaware, as   
the same exists or may hereafter be amended (but, in the case of any such       
amendment, only to the extent that such amendment permits the corporation to    
provide broader indemnification rights than said law permitted the corporation  
to provide prior to such amendment), against all expenses, liability and loss   
(including attorneys' fees, judgments, fines, ERISA excise taxes or penalties   
and amounts paid or to be paid in settlement) reasonably incurred or suffered by
such person in connection therewith; provided, however, that the corporation    
shall indemnify any such person seeking indemnity in connection with a          
proceeding (or part thereof) initiated by such person only if the initiation of 
such proceeding (or part thereof) was authorized or approved by the Board of    
Directors of the corporation. Such right shall be a contract right and shall    
include the right to have the corporation pay, or repay such person for,        
expenses incurred in defending any such proceeding in advance of its final      
disposition; provided, however, that the payment of such expenses incurred by a 
director or officer in his or her capacity as a director or officer (and not in 
any other capacity in which service was or is rendered by such person while a   
director or officer, including, without limitation, service to an employee      
benefit plan) in advance of the final disposition of such proceeding, shall be  
made only upon delivery to the corporation of an undertaking, by or on behalf of
such director or officer, to repay all amounts so advanced if it should be      
determined ultimately that such director or officer is not entitled to be       
indemnified under this Article Six or otherwise. The financial ability of any   
such person to make such repayment shall not be a prerequisite to the making of 
such payment of or for expenses.                                                

PART II. RIGHT OF CLAIMANT TO BRING SUIT

If a claim (including a request for expenses) under Part I of this Article Six  
is not paid in full by the corporation within ninety days after a written       
request has been received by the corporation, the claimant may at any time      
thereafter bring suit against the corporation to recover the unpaid amount of   
the claim and, if successful, in whole or in part, the claimant shall be        
entitled to be paid also the expense of prosecuting such claim. It shall be a   
defense to any such action (other than an action brought to enforce a claim for 
expenses incurred in defending any proceeding in advance of its final           
disposition where the required undertaking has been tendered to the corporation)
that the claimant has not met the standards of conduct which make it permissible
under the General Corporation Law of the State of Delaware for the corporation  
to indemnify the claimant for the amount claimed, but the burden of proving such
defense shall be on the corporation. Neither the failure of the corporation     
(including its Board of Directors, independent legal counsel, or its            
stockholders) to have made a determination prior to the commencement of such    
action that indemnification of the claimant is proper in the circumstances      
because he or she has met the applicable standards of conduct set forth in said 
law, nor an actual determination by the corporation (including its Board of     
Directors, independent legal counsel, or its stockholders) that the claimant had
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the claimant had not met the applicable standard of   
conduct. The provisions of this Part II of this Article Six shall be applicable 
to all actions, suits or proceedings commenced after its adoption, whether such 
arise out of acts or omissions which occurred prior or subsequent to such       
adoption and shall continue as to a person who has ceased to be a Director,     
officer, employee or agent of, or to render services for or at the request of,  
the corporation or as the case may be, its parent, or subsidiaries and shall    
inure to the benefit of the heirs, executors and administrators of such a       
person.                                                                         

 PART III. INDEPENDENT LEGAL COUNSEL

Independent legal counsel may be appointed by the Board of Directors, even if a 
quorum of disinterested Directors is not available, or by a person designated by
the Board of Directors. If independent legal counsel, so appointed, shall       
determine in a written opinion that indemnification is proper under this Article
Six, indemnification shall be made without further action of the Board of       
Directors.                                                                      

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PART IV. NON-EXCLUSIVITY OF RIGHTS

The rights conferred on any person by Parts I and II of this Article Six shall  
not be exclusive of any other right which such person may have or hereafter     
acquire under any statute, provision of this Certificate of Incorporation, as   
amended and restated, by-law, agreement, or vote of stockholders or             
disinterested directors or otherwise.                                           

 PART V. INSURANCE

The corporation may maintain insurance, at its expense, to protect itself and   
any such director, officer, employee, agent or other person, or all of them, of 
the corporation or another corporation, partnership, joint venture, trust or    
other enterprise against any such expense, liability or loss, whether or not the
corporation would have the power to indemnify such person against such expense, 
liability or loss under the General Corporation Law of the State of Delaware.   

 ARTICLE SEVEN

A Director of this corporation shall not be personally liable to the corporation
or its stockholders for monetary damages for breach of fiduciary duty as a      
director, except for liability (i) for any breach of the Director's duty of     
loyalty to the corporation or its stockholders, (ii) for acts or omissions not  
in good faith or which involve intentional misconduct or a knowing violation of 
law, (iii) under Section 174 of the General Corporation Law of the State of     
Delaware, or (iv) for any transaction from which the director derived an        
improper personal benefit.                                                      

 ARTICLE EIGHT

Whenever a compromise or arrangement is proposed between this corporation and   
its creditors or any class of them and/or between this corporation and its      
stockholders or any class of them, any court of equitable jurisdiction within   
the State of Delaware may, on the application in a summary way of this          
corporation or of any creditor or stockholder thereof or on the application of  
any receiver or receivers appointed for this corporation under the provisions of
Section 291 of Title 8 of the Delaware Code or on the application of trustees in
dissolution or of any receiver or receivers appointed for this corporation under
the provisions of Section 279 of Title 8 of the Delaware Code order a meeting of
the creditors or class of creditors, and/or of the stockholders or class of     
stockholders of this corporation, as the case may be, to be summoned in such    
manner as the said court directs. If a majority in number representing          
three-fourths in value of the creditors or class of creditors, and/or of the    
stockholders or class of stockholders of this corporation, as the case may be,  
agree to any compromise or arrangement and to any reorganization of this        
corporation as consequence of such compromise or arrangement, the said          
compromise or arrangement and the said reorganization shall, if sanctioned by   
the court to which the said application has been made, be binding on all the    
creditors or class of creditors, and/or on all the stockholders or class of     
stockholders, of this corporation, as the case may be, and also on this         
corporation.                                                                    

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        I, the undersigned, being the Chairman of the Board, do make, file and
record this Second Restated Certificate of Incorporation, do certify that the   
facts herein stated are true and that this Second Restated Certificate of       
Incorporation has been duly adopted in accordance with the provisions of Section
245 of the General Corporation Law of Delaware and accordingly, have hereto set 
my hand and seal this 8th day of September, 2005.                               

                        ROBERT I. TOLL
                                     ---------------------------
                        Robert I. Toll
                               Chairman of the Board

                           MICHAEL I. SNYDER
                        ATTEST:      ---------------------------
                           Michael I. Snyder
                   Secretary

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘10-Q’ Filing	Date	First	Last	Other Filings

Filed on:	9/8/05			4
For Period End:	7/31/05
	6/12/97	2		8-K
				List all Filings

6 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 3/14/24  Toll Brothers, Inc.               S-3ASR      3/14/24    9:3.1M
12/21/23  Toll Brothers, Inc.               10-K       10/31/23  128:16M
12/19/22  Toll Brothers, Inc.               10-K       10/31/22  131:18M
12/17/21  Toll Brothers, Inc.               10-K       10/31/21  132:19M
 2/19/21  Toll Brothers, Inc.               S-3ASR      2/19/21    7:2.7M
12/22/20  Toll Brothers, Inc.               10-K       10/31/20  140:20M

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Filing Submission 0000950116-05-002987 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Toll Brothers Inc – ‘10-Q’ for 7/31/05 – EX-3

On: Thursday, 9/8/05, at 3:51pm ET · For: 7/31/05 · Accession #: 950116-5-2987 · File #: 1-09186

Quarterly Report — Form 10-QFiling Table of Contents

EX-3 — Exhibit 3.1

Dates Referenced Herein and Documents Incorporated by Reference

6 Subsequent Filings that Reference this Filing

Quarterly Report — Form 10-Q
Filing Table of Contents