Exhibit 3.91
BY-LAWS
OF
TOLL PEPPERTREE, INC.
----------------
ARTICLE I - OFFICES
Section 1. Principal Office: The principal office of the corporation
shall be in the city of Huntingdon Valley County of Montgomery.
Section 2. Other Offices: The corporation may have such other offices
and places of business, within or without the State of New York, as shall be
determined by the directors.
ARTICLE II - SHAREHOLDERS
Section 1. Meetings of Shareholders: Meetings of shareholders may be
held at such place, within or without this state, as may be fixed by the
directors and stated in the notice of the meeting. A meeting of shareholders
shall be held annually for the election of directors and the transaction of
other business on the 11th of March at 4:00 o'clock p.m.
Section 2. Special Meetings: Special meetings of the shareholders may
be called by the board or by the president or secretary and must be called upon
receipt by either of them of the written request of the holders of twenty-five
percent of the stock then outstanding and entitled to vote. At any such special
meeting only such business may be transacted which is related to the purpose or
purposes set forth in the notice.
Section 3. Special Meeting for Election of Directors: If, for a period
of one month after the date fixed by these By-Laws for the annual meeting of
shareholders, there is a failure to elect a sufficient number of directors to
conduct the business of the corporation, the board shall call a special meeting
for the election of directors. If such special meeting is not called by the
board within two weeks after the expiration of such period or if it is so called
but there is a failure to elect such directors for a period of two months after
the expiration of such period, holders of ten percent of the shares entitled to
vote in an election of directors may, in writing, demand the call of a special
meeting for the election of directors specifying the date and month thereof,
which shall not be less than sixty nor more than ninety days from the date of
such written demand. The secretary of the corporation upon receiving the written
demand shall promptly give notice of such meeting, or if he fails to do so
within five business days thereafter, any shareholder signing such demand may
give such notice. The meeting shall be held at the office of the corporation.
At any such special meeting called on demand of shareholders, the
shareholders attending, in person or by proxy, and entitled to vote in an
election of directors shall constitute a quorum for the purpose of electing
directors, but not for the transaction of any other business.
Section 4. Fixing Record Date: For the purpose of determining the
shareholders entitled to notice of or to vote at any adjournment thereof, or to
express consent to or dissent from any proposal without a meeting, or for the
purpose of determining shareholders entitled to receive payment of any dividend
or the allotment of any rights, or for the purpose of any other action, the
By-Laws may provide for fixing or, in the absence of such provision, the board
may fix, in advance, a date as the record date for any such determination of
shareholders. Such date shall not be less than ten days before the date of such
meeting nor more than fifty days prior to any other action.
If no record date is fixed:
(1) The record date for the determination of shareholders
entitled to notice of or to vote at a meeting of shareholders shall be
at the close of business on the date next
preceding the day on which notice is given, or, if no notice is given,
the day on which the meeting is held.
(2) The record date for determining shareholders for any
purpose other than that specified in subparagraph (1) shall be at the
close of business on the day on which the resolution of the board
relating thereto is adopted.
When a determination of shareholders of record entitled to notice of or
to vote at any meeting of shareholders has been made as provided in this
section, such determination shall apply to any adjournment thereof, unless the
board fixes a new record date under this section for the adjourned meeting.
Section 5. Notice of Meetings of Shareholders: Whenever shareholders
are required or permitted to take any action at a meeting, written notice shall
be given stating the place, date and hour of the meeting and, unless it is the
annual meeting, indicate that it is being issued by or at the direction of the
person or persons calling the meeting. Notice of a special meeting shall also
state the purpose or purposes for which the meeting is called. A copy of the
notice of any meeting shall be given, personally or by mail, not less than ten
nor more than fifty days before the date of the meeting, to each shareholder
entitled to vote at such meeting. If mailed, such notice is given when deposited
in the United States mail, with postage thereon prepaid, directed to the
shareholder at his address as it appears on the record of shareholders, or, if
he shall have filed with the secretary of the corporation a written request that
notice to him be mailed to some other address, then directed to him at such
other address. An affidavit of the secretary or other person giving the notice
or of a transfer agent of the corporation that the notice required by this
section has been given shall, in the absence of fraud, be prima facie evidence
of the facts therein stated. Such mailing shall be by first class mail except
when otherwise required by law.
When a meeting is adjourned to another time or place, it shall not be
necessary to give any notice of the adjourned meeting if the time and place to
which the meeting is adjourned are announced at the meeting at which the
adjournment is taken, and at the adjourned meeting any business may be
transacted that might have been transacted on the original date of the meeting.
However, if after the adjournment the board fixes a new record date for the
adjourned meeting, a notice of the adjourned meeting shall be given to each
shareholder of record on the new record date entitled to notice under the first
paragraph of this section.
Section 6. Waivers of Notice: Notice of meeting need not be given to
any shareholder who submits a signed waiver of notice, in person or by proxy,
whether before or after the meeting. The attendance of any shareholder at a
meeting, in person or by proxy, without protesting prior to the conclusion of
the meeting the lack of notice of such meeting, shall constitute a waiver of
notice by him.
Section 7. List of Shareholders at Meetings: A list of shareholders as
of the record date, certified by the corporate officer responsible for its
preparation or by a transfer agent, shall be produced at any meeting of
shareholders upon the request thereat or prior thereto of any shareholder. If
the right to vote at any meeting is challenged, the inspectors of election, or
person presiding thereat, shall require such list of shareholders to be produced
as evidence of the right of the persons challenged to vote at such meeting, and
all persons who appear from such list to be shareholders entitled to vote
thereat may vote at such meeting.
Section 8. Quorum of Shareholders: The holders of a majority of the
shares entitled to vote thereat shall constitute a quorum at a meeting of
shareholders for the transaction of any business, provided that when a specified
item of business is required to be voted on by a
class or series, voting as a class, the holders of a majority of the shares of
such class or series shall constitute a quorum for the transaction of such
specified item of business.
When a quorum is once present to organize a meeting, it is not broken
by the subsequent withdrawal of any shareholders.
The shareholders present may adjourn the meeting despite the absence of
a quorum.
Section 9. Written Consent of Shareholders Without a Meeting: Whenever
shareholders are required or permitted to take any action by vote, such action
may be taken without a meeting on written consent, setting forth the action so
taken, signed by the holders of all outstanding shares entitled to vote thereon.
This paragraph shall not be construed to alter or modify the provisions of any
section of the New York Business Corporation Law or any provision in a
certificate of incorporation not inconsistent therewith under which the written
consent of the holders of less than all outstanding shares is sufficient for
corporate action.
Written consent thus given by the holders of all outstanding shares
entitled to vote shall have the same effect as a unanimous vote of shareholders
and any certificate with respect to the authorization or taking of any such
action which is to be delivered to the department of state shall recite that the
authorization was by unanimous written consent.
ARTICLE III - DIRECTORS
Section 1. The business of this corporation shall be managed under the
direction of its board of directors, each of whom shall be at least eighteen
years of age.
Section 2. Number of Directors: The number of directors constituting
the entire board shall not be less than three, except that where all the shares
of the corporation are owned beneficially and of record by less than three
shareholders, the number of directors may be less than three but not less than
the number of shareholders.
The number of directors may be increased or decreased by amendments of
these By-Laws, or by action of the shareholders or by majority of the board of
directors, but no decrease shall shorten the term of any incumbent director.
Each director shall hold office for the term of year and until his
successor has been elected and qualified.
Section 3. Quorum of Directors: Unless a greater proportion is required
by the certificate of incorporation, a majority of the entire board shall
constitute a quorum for the transaction of business or of any specified item of
business, except that the certificate of incorporation may fix the quorum at
less than a majority of the entire board but not less than one-third thereof.
Section 4. Action by the Board: Except as otherwise provided by law,
any reference to corporate action to be taken by the board shall mean such
action at a meeting of the board.
Unless otherwise restricted by the certificate of incorporation any
action required or permitted to be taken by the board or any committee thereof
may be taken without a meeting if all members of the board or the committee
consent in writing to the adoption of a resolution authorizing the action. The
resolution and the written consents thereto by the members of the board or
committee shall be filed with the minutes of the proceedings of the board or
committee.
Any one or more members of the board or any committee thereof may
participate in a meeting of such board or committee by means of conference
telephone or similar communications equipment allowing all persons participating
in the meeting to hear each other at the same time. Participation by such means
shall constitute presence in person at a meeting.
Except as otherwise provided by law, the vote of a majority of the
directors present at the time of the vote, if a quorum is present at such time,
shall be the act of the board.
Section 5. Place and Time of Meetings of the Board: Meetings of the
board, regular or special, may be held at any place within or without this
state. An annual meeting of the board shall be held at the registered office
on.
A notice, or waiver of notice, need not specify the purpose of any
regular or special meeting of the board. Notice of a meeting need not be given
to any director who submits a signed waiver of notice whether before or after
the meeting, or who attends the meeting without protesting, prior thereto or at
its commencement, the lack of notice to him. A majority of the directors
present, whether or not a quorum is present, may adjourn any meeting to another
time and place. Notice of any adjournment of a meeting of the board to another
time or place shall be given to the directors who were not present at the time
of the adjournment and, unless such time and place are announced at the meeting,
to the other directors.
Section 6. Executive Committee and other Committees: The board of
directors, by resolution adopted by a majority of the entire board, may
designate from among its members an executive committee and other committees,
each consisting of three or more directors, and each of which, to the extent
provided in the resolution shall have all the authority of the board, except
that no such committee shall have authority as to the following:
(1) The submission to shareholders of any action that needs
shareholders' authorization.
(2) The filling of vacancies in the board of directors or in
any committee.
(3) The fixing of compensation of the directors for serving on
the board or on any committee.
(4) The amendment or repeal of the By-Laws, or the adoption of
new By-Laws.
(5) The amendment or repeal of any resolution of the board
which by its terms shall not be so amendable or repealable.
The board may designate one or more directors as alternate members of
any such committee, who may replace any absent member or members at any meeting
of such committee.
Each such committee shall serve at the pleasure of the board. The
designation of any such committee, the delegation thereto of authority, or
action by any such committee pursuant to such authority shall not alone
constitute, performance by any member of the board who is not a member of the
committee in question of his duty to the corporation.
ARTICLE IV - VOTING AND PROXIES
Section 1. Proxies: Every shareholder entitled to vote at a meeting of
shareholders or to express consent or dissent without a meeting may authorize
another person or persons to act for him by proxy.
Every proxy must be signed by the shareholder or his attorney-in-fact.
No proxy shall be valid after the expiration of eleven months from the date
thereof unless otherwise provided in the proxy. Every proxy shall be revocable
at the pleasure of the shareholder executing it, except as otherwise provided by
law.
The authority of the holder of a proxy to act shall not be revoked by
the incompetence or death of the shareholder who executed the proxy unless,
before the authority is exercised, written notice of any adjudication of such
incompetence or of such death is received by the corporate officer responsible
for maintaining the list of shareholders.
Except when other provision shall have been made by written agreement
between the parties, the record holder of shares which he holds as pledgee or
otherwise as security or which belong to another, shall issue to the pledgor or
to such owner of such shares, upon demand therefor and payment of necessary
expenses thereof, a proxy to vote or take other action thereon.
A shareholder shall not sell his vote or issue a proxy to vote to any
person for any sum of money or anything of value.
A proxy which is entitled "irrevocable proxy" and which states that it
is irrevocable, is irrevocable when it is held by any of the following or a
nominee of any of the following:
(1) A pledgee;
(2) A person who has purchased or agreed to purchase the
shares;
(3) A creditor or creditors of the corporation who extend or
continue credit to the corporation in consideration of the proxy if the
proxy states that it was given in consideration of such extension or
continuation of credit, the amount thereof, and the name of the person
extending or continuing credit;
(4) A person who has contracted to perform services as an
officer of the corporation, if a proxy is required by the contract of
employment, if the proxy states that it was given in consideration of
such contract of employment, the name of. the employee and the period
of employment contracted for.
Notwithstanding a provision in a proxy, stating that it is irrevocable,
the proxy becomes revocable after the pledge is redeemed, or the debt of the
corporation is paid, or the period of employment provided for the contract of
employment has terminated, and in a case provided for in subparagraphs (3) or
(4), becomes revocable three years after the date of the proxy or at the end of
the period, if any, specified therein, whichever period is less, unless the
period of irrevocability is renewed from time to time by the execution of a new
irrevocable proxy as provided in this section. This paragraph does not affect
the duration of a proxy under the second paragraph of this section. A proxy may
be revoked, notwithstanding a provision making it irrevocable, by a purchaser of
shares without knowledge of the existence of the provision unless
the existence of the proxy and its irrevocability is noted conspicuously on the
face or back of the certificate representing such shares.
Section 2. Qualification of Voters: Every shareholder of record shall
be entitled at every meeting of shareholders in person or by proxy to one vote
for every share standing in his name on the record of shareholders, unless
otherwise provided in the certificate of incorporation.
ARTICLE V - OFFICERS
Section 1. Executive Officers: The executive officers of the
corporation shall be a president, one or more vice presidents, a treasurer and a
secretary, all of whom shall be elected annually by the directors, who shall
hold office during the pleasure of the directors. In addition, the board of
directors may elect a chairman of the board of directors. Any two or more
offices may be held by the same person, except the offices of president and
secretary. When all of the issued and outstanding stock of the corporation is
owned by one person, such person may hold all or any combination of offices. All
vacancies occurring among any of the officers shall be filled by the directors.
Any officer may be removed at any time by the affirmative vote of a majority
(unless the certificate of incorporation required a larger vote) of the
directors present at a regular meeting of directors or at a special meeting of
directors called for the purpose.
Section 2. Other Officers: The board of directors may appoint such
other officers and agents with such powers and duties as it shall deem
necessary.
Section 3. The Chairman of the Board: The chairman of the board of
directors, if one be elected, shall preside at all meetings of the board of
directors and he shall have and perform such other duties as from time to time
may be assigned to him by the board of directors or the executive committee.
Section 4. The President: The president, who may, but need not be a
director, shall, in the absence or non-election of a chairman of the board,
preside at all meetings of the
shareholders and directors. While the directors are not in session, he shall
have general management and control of the business and affairs of the
corporation.
Section 5. The Vice President: The vice president, or if there be more
than one, the senior vice president, as determined by the board of directors, in
the absence or disability of the president, shall exercise the powers and
perform the duties of the president and each vice president shall exercise such
other powers and perform such other duties as shall be prescribed by the
directors.
Section 6. The Treasurer: The treasurer shall have custody of all
funds, securities and evidences of indebtedness of the corporation; he shall
receive and give receipts and acquittances for moneys paid in on account of the
corporation, and shall pay out of the funds on hand all bills, payrolls and
other just debts of the corporation, of whatever nature, upon maturity; he shall
enter regularly in books to be kept by him for that purpose, full and accurate
accounts of all moneys received and paid out by him on account of the
corporation, and he shall perform all other duties incident to the office of
treasurer and as may be prescribed by the directors.
Section 7. The Secretary: The secretary shall keep the minutes of all
proceedings of the directors and of the shareholders; he shall attend to the
giving and serving of all notices to the shareholders and directors or other
notice required by law or by these By-Laws; he shall affix the seal of the
corporation to deeds, contracts and other instruments in writing requiring a
seal, when duly signed or when so ordered by the directors; he shall have charge
of the certificate books and stock books and such other books and papers as the
board may direct, and he shall perform all other duties incident to the office
of secretary.
Section 8. Salaries: The salaries of all officers shall be fixed by the
board of directors, and the fact that any officer is a director shall not
preclude him from receiving a salary as an officer, or from voting upon the
resolution providing the same.
ARTICLE VI - REMOVAL OF DIRECTORS AND OFFICERS
Section 1. Newly Created Directorships and Vacancies: Newly created
directorships resulting from an increase in the number of directors and
vacancies occurring in the board for any reason except the removal of directors
without cause shall be filled by vote of the board. If the number of directors
then in office is less than a quorum, such newly created directorships and
vacancies may be filled by a vote of a majority of the directors then in office.
Vacancies occurring in the board of directors by the removal of directors
without cause shall be filled by the shareholders.
A director elected to fill a vacancy, unless elected by the
shareholders, shall hold office until the next meeting of the shareholders at
which the election of directors is in the regular order of business, and until
his successor has been elected and qualified.
Section 2. Removal of Directors: Any or all of the directors may be
removed with or without cause by vote of the shareholders. However, no director
may be removed when the votes cast against his removal would be sufficient to
elect him if voted cumulatively at an election at which the same total number of
votes were cast and the entire board, or the entire class of directors of which
he is a member, were then being elected.
Section 3. Removal of Officers: Any officer elected or appointed by the
board may be removed by the board with or without cause. The removal of an
officer without cause shall be without prejudice to his contracts rights, if
any. The election or appointment of an officer shall not of itself create
contract rights.
ARTICLE VII - CAPITAL STOCK
Section 1. Certificates Representing Shares: The shares of this
corporation shall be represented by certificates signed by the president and the
secretary of this corporation, and shall be sealed with the seal of this
corporation. The signatures of the officers upon the certificates may be
facsimiles if the certificate is countersigned by a transfer agent or registered
by a registrar other than the corporation itself or its employee.
Section 2. Transfer of Shares: Transfer of shares shall be made only
upon the books of the corporation by the registered holder in person or by
attorney, duly authorized, and upon surrender of the certificate or certificates
of such shares properly assigned for transfer.
Section 3. Lost or Destroyed Certificates: The holder of any
certificate representing shares of stock of the corporation may notify the
corporation of any loss, theft or destruction thereof, and the board of
directors may thereupon, in its discretion, cause a new certificate for the same
number of shares, to be issued to such holder upon satisfactory proof of such
loss, theft or destruction, and the deposit of indemnity by way of bond or
otherwise, in such form and amount and with such surety or sureties as the board
of directors may require, to indemnify the corporation against loss or liability
by reason of the issuance of such new certificate.
ARTICLE VIII - MISCELLANEOUS
Section 1. Dividends: The directors may declare dividends from time to
time out of surplus only, so that the net assets of the corporation remaining
after such declaration, payment or distribution shall at least equal the amount
of its stated capital.
Section 2. Seal: The directors shall provide a suitable corporate seal
which shall be in the charge of the secretary and shall be used as authorized by
the By-Laws.
Section 3. Fiscal Year: The fiscal year of the corporation shall begin
on the first day of.
Section 4. Checks, Notes, Etc.: Checks, notes, drafts, bills of
exchange and orders for the payment of money shall be signed or endorsed in such
manner as shall be determined by the directors.
The funds of the corporation shall be deposited in such bank or trust
company, and checks drawn against such funds shall be signed in such manner as
may be determined from time to time by the directors.
Section 5. Disallowed Compensation: Any payments made to an officer or
employee of the corporation such as a salary, commission, bonus, interest, rent,
travel or entertainment expense incurred by him, which shall be disallowed in
whole or in part as a deductible expense by the Internal Revenue Service, shall
be reimbursed by such officer or employee to the corporation to the full extent
of such disallowance. It shall be the duty of the directors, as a board, to
enforce payment of each such amount disallowed. In lieu of payment by the
officer or employee, subject to the determination of the directors,
proportionate amounts may be withheld from his future compensation payments
until the amount owed to the corporation has been recovered.
ARTICLE IX - AMENDMENTS
Section 1. Shareholders: By-Laws may be adopted, amended or repealed by
the vote of shareholders entitled to cast 'at least a majority of the votes
which all shareholders are entitled to cast thereon, at any regular or special
meeting of the shareholders, duly convened after notice to the shareholders of
that purpose.
Section 2. Directors: The board of directors, by the affirmative vote
of a majority of the members, may alter or amend these By-Laws at any regular
meeting of the board or at any special meeting of the board, provided that
notice of the proposed alteration or amendment has been given to each director,
but By-Laws made by the board may be altered or repealed and new By-Laws made by
the shareholders.