QUALITY SYSTEMS, INC.

 

RESTATED ARTICLES OF INCORPORATION

 

 

 

Sheldon Razin and Janet Razin certify that:

 

1. They are the duly elected and acting President and Secretary,

respectively, of QUALITY SYSTEMS, INC., a California corporation.

 

2. The Articles of Incorporation of this corporation are amended

and restated to read in their entirety as follows:

 

"FIRST: The name of this corporation is

 

 

QUALITY SYSTEMS, INC.

 

 

SECOND: The purpose of the corporation is to engage in any

lawful act or activity for which a corporation may be organized under the

General Corporation Law of California other than the banking business, the

trust company business or the practice of a profession permitted to be

incorporated by the California Corporations Code.

 

THIRD: This corporation is authorized to issue only one

class of shares, to be called "Common Stock." The total number of such shares

which this corporation shall have authority to issue is TWENTY MILLION

(20,000,000) and each such share shall have a par value of one cent ($.01).

 

FOURTH: The corporation elects to be governed by all of the

provisions of Division 1 of Title 1 of the California Corporations Code (as

amended by act of the California Legislature, 1975-1976 regular session,

effective January 1, 1977, as defined in Section 2300 of the California General

Corporation Law) not otherwise applicable to the corporation under Chapter 23

of said Division 1.

 

FIFTH: (A) The liability of the directors of the corporation

for monetary damages shall be eliminated to the fullest extent permissible

under California law. Any repeal or modification of the foregoing provision of

this Article FIFTH by the shareholders of this corporation shall not adversely

affect any right or protection of a director of this corporation existing at

the time of such repeal or modification.

 

(B) The corporation is authorized to provide

indemnification of agents (as defined in section 317 of the Corporations Code)

for breach of duty to the corporation and its shareholders through bylaw

provisions or through agreements with the agents, or both, in excess of the

indemnification otherwise permitted by Section 317 of the Corporations Code,

subject to the limits on such excess indemnification set forth in Section 204

of the Corporations Code. Any repeal or modification of the foregoing

provision of this Article FIFTH by the shareholders of this corporation shall

not adversely affect any right or protection of any agent of this corporation

existing at the time of such repeal or modification."

 

3. The foregoing amendment and restatement of the Articles of

Incorporation of this corporation has been duly approved by the board of

directors of the corporation.

 

4. The foregoing amendment and restatement of the Articles of

Incorporation of this corporation has been duly approved by the required vote

of shareholders in accordance with Section 902 of the California Corporations

Code. The total number of outstanding shares of the corporation is 4,184,116.

The number of shares voting in favor of the amendment equaled or exceeded the

vote required. The percentage vote required was more than 50%.

 

We further declare under penalty of perjury under the laws of the

State of California that the matters set forth in this certificate are true and

correct of our own knowledge.

 

Executed this 7th day of September 1989, at Tustin, California.

 

 

/s/ SHELDON RAZIN

------------------------------

Sheldon Razin, President

 

 

 

/s/ JANET RAZIN

------------------------------

Janet RAZIN, Secretary

 

 

CERTIFICATE OF AMENDMENT

OF

ARTICLES OF INCORPORATION

OF

QUALITY SYSTEMS, INC.

The undersigned certify that:

1.

They are the Chief Executive Officer and the Secretary, respectively, of Quality Systems, Inc., a California corporation.

 

2.

Article Third of the Articles of Incorporation of this corporation is hereby amended to read in its entirety as follows:

THIRD: This corporation is authorized to issue only one class of shares, to be called “Common Stock.” The total number of such shares that this corporation shall have authority to issue is One-Hundred Million (100,000,000), and each such share shall have a par value of one cent ($.01). On the amendment of this article to read as set forth herein, each outstanding share of Common Stock is split up and converted into two shares of Common Stock, and each such share shall have a par value of one cent ($.01).

3.

The foregoing amendment of Articles of Incorporation has been duly approved by the board of directors of the corporation.

 

4.

The foregoing amendment of Articles of Incorporation is one that may be adopted with approval by the board of directors alone pursuant to Section 902(c) of the California General Corporation Law, because the corporation has only one class of shares outstanding and the amendment effects only a stock split.

 

5.

The amendment shall become effective at the close of business on October 6, 2011 pursuant to Section 110(c) of the California General Corporation Law.

We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge.

Dated: September 30, 2011

/s/ Steven Plochocki

Steven Plochocki, Chief Executive Officer

 

/s/ James J. Sullivan

James J. Sullivan, Secretary

 

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