EXHIBIT 3.2(d)

CERTIFICATE OF DESIGNATION, POWERS, PREFERENCES AND RIGHTS
OF THE SERIES D PARTICIPATING CUMULATIVE PREFERRED STOCK OF PRACTICEWORKS, INC. (a Delaware corporation)

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Pursuant to
the provisions of Section 151(g) of the General Corporation Law of the State of Delaware

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PracticeWorks, Inc. (the Corporation), a corporation organized and validly existing under the General Corporation Law of the State of Delaware,
filed its original Certificate of Incorporation with the Corporations Division on August 10, 2000.  Under the provisions of and subject to the requirements of Section 151(g) of the General Corporation Law of the State of Delaware, the
undersigned, desiring to set the designation, powers, preferences and rights of the authorized but unissued preferred stock of the Corporation, does hereby certify that the following resolutions were duly adopted by the Board of Directors of the
Corporation at a meeting held on November 5, 2002:

WHEREAS, the Certificate of Incorporation of the Company dated August 10,
2000 (the Certificate of Incorporation), authorizes a class of stock designated as preferred stock (the Preferred Stock), comprising 20,000,000 shares, par value $0.01 per share, provides that such Preferred
Stock may be issued from time to time in one or more series, and vests authority in the Board of Directors of the Corporation, within the limitations and restrictions stated in the Certificate of Incorporation, to fix or alter the voting powers,
designations, preferences and relative participating, optional or other special rights, rights and terms of redemption, the redemption price or prices and the liquidation preferences of any series of Preferred Stock within the limitations set forth
in the Delaware General Corporation Law (the DGCL); and

WHEREAS, it is the desire of the Board of Directors of
the Corporation to designate one new series of Preferred Stock and to fix the voting powers, designations, preferences and rights, and the qualifications, limitations or restrictions thereof, as provided hereinafter;

NOW, THEREFORE, BE IT HEREBY RESOLVED, that the Corporation does hereby designate 1,000,000 shares of the authorized but unissued Preferred Stock as Series D
Participating Cumulative Preferred Stock (the Series D Preferred Stock) and does hereby fix the powers, preferences and relative participating, optional or other special rights and qualifications, limitations or restrictions of
the Series D Preferred Stock to be as follows:

SERIES D PARTICIPATING CUMULATIVE PREFERRED STOCK

Section 1.  Designation and Number of Shares.  The shares of such series shall be
designated as Series D Participating Cumulative Preferred Stock (the Series D Preferred Stock), and the number of shares constituting such series shall be 1,000,000.  Such number of shares of the Series D Preferred Stock
may be increased or decreased by resolution of the Board



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of Directors; provided, however, that no decrease shall reduce the number of shares of Series D Preferred Stock to a number less than the number of shares then outstanding plus
the number of shares issuable upon exercise or conversion of outstanding rights, options or other securities issued by the Company.

Section 2.  Dividends and Distributions.

(A)   Subject to the prior and superior rights of the holders of any shares of any series
of Preferred Stock ranking prior and superior to the shares of Series D Preferred Stock with respect to dividends, if any, the holders of shares of Series D 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 on the last day of March, June, September and December of 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 any share or fraction of a share of Series D Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $1.00
and (b) subject to the provision for adjustment hereinafter set forth, 100 times the aggregate per share amount (payable in kind) of all cash dividends or other distributions and 100 times the aggregate per share amount of all non-cash dividends or
other distributions (other than (i) a dividend payable in shares of Common Stock, par value $0.01 per share, of the Company (the Common Stock) or (ii) a subdivision of the outstanding shares of Common Stock (by reclassification or
otherwise)), declared on 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 D
Preferred Stock.  If the Company shall at any time after November 18, 2002 (the Rights Declaration Date) declare or pay any dividend on Common Stock payable in shares of Common Stock or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Common Stock, then in each such case the amount to which holders of shares of Series D 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 Company shall declare a dividend or distribution on the Series D Preferred Stock
as provided in Section 2(A) immediately after it declares a dividend or distribution on the Common Stock (other than as described in clauses (i) and (ii) of the first sentence of Section 2(A)); provided, however, that if 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 (or, with respect to the first Quarterly Dividend Payment Date, the
period between the first issuance of any share or fraction of a share of Series D Preferred Stock and such first Quarterly Dividend Payment Date), a dividend of $1.00 per share on the Series D Preferred Stock shall nevertheless be payable on such
subsequent Quarterly Dividend Payment Date.

(C)   Dividends
shall begin to accrue and be cumulative on outstanding shares of Series D Preferred Stock from the Quarterly Dividend Payment Date next preceding the date of issue of such shares of Series D Preferred Stock, unless the date of issue of such shares
is on or before the record date for the first Quarterly Dividend Payment Date, in which case dividends

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on such shares shall begin to accrue and be cumulative from the date of issue of such shares, or unless the date of issue is a date after the record date for the determination
of holders of shares of Series D Preferred Stock entitled to receive a quarterly dividend and on or before such Quarterly Dividend Payment Date, in which case 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 shares of Series D 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 D Preferred Stock entitled to receive payment of a dividend or
distribution declared thereon, which record date shall not be more than 60 days prior to the date fixed for the payment thereof.

Section 3. Voting Rights.  In addition to any other voting rights required by law, the holders
of shares of Series D Preferred Stock shall have the following voting rights:

(A)   Subject to the provision for adjustment hereinafter set forth, each share of Series D
Preferred Stock shall entitle the holder thereof to 100 votes on all matters submitted to a vote of stockholders of the Company.  If the Company shall at any time after the Rights Declaration Date declare or pay any dividend on Common Stock
payable in shares of Common Stock or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Common Stock, then in each such case
the number of votes per share to which holders of shares of Series D 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 D
Preferred Stock and the holders of shares of Common Stock shall vote together as a single class on all matters submitted to a vote of stockholders of the Company.

(C)   (i) If at any time dividends on any Series D Preferred Stock shall be in arrears in
an amount equal to six quarterly dividends thereon (whether or not consecutive), 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 D Preferred Stock then outstanding shall have been declared and paid or set apart for payment. 
During each default period, all holders of Series D Preferred Stock and any other series of Preferred Stock then entitled as a class to elect directors, voting together as a single class, irrespective of series, shall have the right to elect one
Director.

(ii)   During any default period, such voting right
of the holders of Series D Preferred Stock may be exercised initially at a special meeting called pursuant to Section 3(C)(iii) or at any annual meeting of stockholders, and thereafter at annual meetings of stockholders; provided, however,
that neither such voting right nor the right of the holders of any other series of Preferred Stock, if any, to increase, in certain cases, the authorized number of Directors shall be exercised unless the holders of 10% in number of shares of
Preferred Stock outstanding shall be present in person or by proxy.  The absence of a quorum of holders of Common Stock shall not affect the exercise by holders of Preferred Stock of such voting right.  At any meeting at which holders of
Preferred Stock shall exercise such voting right initially

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during an existing default period, they shall have the right, voting as a class, to elect Directors to fill such vacancy, if any, in the Board of Directors as may then exist up
to one Director or, if such right is exercised at an annual meeting, to elect one Director.  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 D Preferred Stock.

(iii)   Notwithstanding anything to the contrary contained in the Companys
Certificate of Incorporation or Bylaws, 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(s) 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 holders of Preferred Stock, which meeting shall thereupon be called by
the Chief Executive Officer and President, a Vice President or the Secretary of the Company.  Notice of such meeting and of any annual meeting at which holders of Preferred Stock are entitled to vote pursuant to this Section 3(C)(iii)
shall be given to each holder of record of Preferred Stock by mailing a copy of such notice to him at his last address as the same appears on the books of the Company.  Such meeting shall be called for a time not earlier than 20 days and not
later than 60 days after such order or request or in default of the calling of such meeting within 60 days after such order or request, such meeting may be called on similar notice by any stockholder(s) owning in the aggregate not less than ten
percent (10%) of the total number of shares of Preferred Stock outstanding, irrespective of series.  Notwithstanding the provisions of this Section 3(C)(iii), no such special meeting shall be called during the period within 60 days immediately
preceding the date fixed for the next annual meeting of stockholders.

(iv)   In any default period, the holders of Common Stock, and other classes of stock of
the Company 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 one Director 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 Section 3(C)(ii) 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
Section 3(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 Bylaws irrespective of any increase made pursuant to the provisions of Section 3(C)(ii) (such number being subject, however, to change thereafter in any manner provided by law or in the Certificate of
Incorporation or Bylaws).  Any vacancies in the Board of Directors effected by the

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provisions of clauses (y) and (z) in the preceding sentence may be filled by a majority of the remaining Directors.

(D)   Except as otherwise provided herein, holders of Series D 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 D Preferred Stock as provided in Section 2 are in arrears, thereafter and until all accrued and unpaid dividends and distributions, whether or not declared, on outstanding shares of Series D Preferred Stock shall have been paid in full, the
Company shall not:

| | (i)    declare or pay dividends on, or make any other distributions on, any shares of stock
ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series D Preferred Stock;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
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| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (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 D Preferred Stock, except dividends paid ratably on the Series D Preferred Stock and all such other 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, purchase or otherwise acquire for value any shares of stock ranking junior (either
as to dividends or upon liquidation, dissolution or winding up) to the Series D Preferred Stock; provided, however, that the Company may at any time redeem, purchase or otherwise acquire shares of any such junior stock in exchange for shares of
stock of the Company ranking junior (as to dividends and upon dissolution, liquidation or winding up) to the Series D Preferred Stock; or                                                                                                                                                                                                                                                              
| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | (iv)   redeem, purchase or otherwise acquire for value any shares of Series D 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 D 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 Series D Preferred Stock and all such other parity stock 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 Company shall not permit any subsidiary of the Company to purchase or otherwise
acquire for value any shares of stock of the Company unless the Company could, under Section 4(A), purchase or otherwise acquire such shares at such time and in such manner.

Section 5.  Reacquired Shares.  Any shares of Series D Preferred Stock redeemed,
purchased or otherwise acquired by the Company 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 without designation as to series and may be reissued as part of a new series of Preferred Stock to be created by resolution

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or resolutions of the Board of Directors as permitted by the Certificate of Incorporation or as otherwise permitted under Delaware law.

Section 6.  Liquidation, Dissolution or Winding Up.  Upon any liquidation, dissolution or
winding up of the Company, no distribution shall be made (1) to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series D Preferred Stock unless, prior thereto, the holders
of shares of Series D Preferred Stock shall have received $1.00 per share, plus an amount equal to accrued and unpaid dividends and distributions thereon, whether or not declared, to the date of such payment; provided, however, that the holders of
shares of Series D Preferred Stock shall be entitled to receive an aggregate amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount to be distributed per share to holders of Common
Stock, or (2) to the holders of stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series D Preferred Stock, except distributions made ratably on the Series D Preferred Stock and all such other
parity stock in proportion to the total amounts to which the holders of all such shares are entitled upon such liquidation, dissolution or winding up.  If the Company shall at any time after the Rights Declaration Date pay any dividend on
Common Stock payable in shares of Common Stock or effect a subdivision or combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Common Stock, then in
each such case the aggregate amount to which holders of shares of Series D Preferred Stock were entitled immediately prior to such event under the proviso in clause (1) 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.

Section 7.  Consolidation or Merger.  If the Company 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 or any other property, then in any such case the shares of Series D Preferred Stock shall
at the same time be similarly exchanged for or changed into an amount per share, subject to the provision for adjustment hereinafter set forth, equal to 100 times the aggregate amount of stock, securities, cash or any other property, as the case may
be, into which or for which each share of Common Stock is exchanged or changed.  If the Company shall at any time after the Rights Declaration Date pay any dividend on Common Stock payable in shares of Common Stock or effect a subdivision or
combination or consolidation of the outstanding shares of Common Stock (by reclassification or otherwise) into a greater or lesser number of shares of Common Stock, then in each such case the amount set forth in the preceding sentence with respect
to the exchange or change of shares of Series D 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.

Section 8.  No Redemption.  The Series D Preferred Stock shall not be
redeemable.

Section 9.  Rank.  The Series D Preferred Stock
shall rank junior (as to dividends and upon liquidation, dissolution and winding up) to all other series of the Companys preferred

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stock, except any series that specifically provides that such series shall rank junior to the Series D Preferred Stock.

Section 10.  Fractional Shares.  Series D 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 D Preferred
Stock.

Section 11.  Amendment. The Certificate of Incorporation of
the Company shall not be further amended in any manner which would materially alter or change the powers, preferences or special rights of the Series D 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 D Preferred Stock, voting separately as a class.

IN WITNESS WHEREOF, PracticeWorks, Inc. has caused
this Certificate of Designation to be executed by its duly authorized representative as of this 7th day of November, 2002.

| | PRACTICEWORKS, INC.                              
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| |                                                  
| |                                                  
| |                                                  
| | /s/ JAMESA. COCHRAN                              
| |                                                  
| | James A. Cochran                                 
| | Senior Vice President and Chief Financial Officer

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