EXHIBIT 3.01

                          ACTION WITH RESPECT TO BYLAWS

      At a meeting of the Board of Directors ("Board") of Quality Systems, Inc.,
a California corporation (the "Corporation"), duly held on July 28, 2005 at 9:30
a.m. Pacific Time, and in accordance with Article V, Section 8 of the
Corporation's Amended and Restated Bylaws ("Bylaws"), the Board approved the
reduction in the size of the Board from nine members to eight members. The
reduction became effective on October 5, 2005, upon the certification by the
inspector of election of the results of the shareholder vote taken for the
election of directors at the Corporation's 2005 Annual Shareholders' Meeting
(the "Effective Time").

      Accordingly, the final sentence of Article III, Section 2 of the Bylaws
has been revised so that as of the Effective Time, Article III, Section 2 of the
Bylaws reads in its entirety as follows:

Section 2. NUMBER OF DIRECTORS.

      The authorized number of directors shall be not less than five (5) nor
more than nine (9) until changed by amendment of the Articles of Incorporation
or by a Bylaw duly adopted by approval of the outstanding shares. The exact
number of directors shall be fixed, within the limits specified, by amendment of
the next sentence duly adopted either by the Board or the shareholders. The
exact number of directors shall be eight (8) until changed as provided in this
Section 2.

      The remainder of the Corporation's Bylaws remain in full force and effect.

                            CERTIFICATE OF SECRETARY

      The undersigned certifies that:

            (1) The undersigned is the duly elected and acting Secretary of the
      Corporation; and

            (2) The foregoing Action with Respect to Bylaws ("Action") describes
      an action taken with respect to the Corporation's Bylaws, as duly adopted
      and approved at a meeting of the Board on July 28, 2005, to be effective
      as of the Effective Time specified in the Action.

      IN WITNESS WHEREOF, I have hereunto subscribed my name on October 5, 2005.


                                        /s/ Paul Holt
                                        -----------------------------------
                                        Paul Holt, Secretary