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                                                                  EXHIBIT (3)(c)


                    CERTIFICATE OF AMENDMENT BY DIRECTORS TO
                        AMENDED ARTICLES OF INCORPORATION

                                       OF

                        THE REYNOLDS AND REYNOLDS COMPANY

                           Ohio Charter Number: 007639

              Pursuant to Section 1701.73 of the Ohio Revised Code


         David R. Holmes, who is the Chairman of the Board of The Reynolds and
Reynolds Company, an Ohio corporation for profit (the "Corporation"), does
hereby certify that the following is a true and complete copy of the resolution
adopting an amendment to the Amended Articles of Incorporation of the
Corporation (the "Amended Articles of Incorporation") duly adopted by the Board
of Directors of the Corporation at its meeting held on the 18th day of April,
2001 pursuant to the authority vested in the Board of Directors of the
Corporation in accordance with the provisions of Section 1701.70(B)(1) of the
Ohio Revised Code and Section 2.a. of Article FOURTH of the Amended Articles of
Incorporation:

          RESOLVED, that Article FOURTH of the Amended Articles of Incorporation
     of the Corporation be, and it hereby is, amended to add a new Section 5
     providing for a new series of preferred shares of the Corporation and that
     the form of such amendment and the express terms and provisions of the new
     series of preferred shares are as follows:

Section 5. Terms and Provisions of Series B Participating Preferred Shares.

         a. DESIGNATION AND AMOUNT. There shall be established a series of
Preferred Shares which shall be designated as the "Series B Participating
Preferred Shares" and the number of shares constituting such series shall be
2,000,000.

         b. DIVIDENDS AND DISTRIBUTIONS.

         (1) Subject to the provisions for adjustment set forth in this Section
5.b. of this Article FOURTH, the holders of Series B Participating Preferred
Shares shall be entitled to receive, when and if declared by the Board of
Directors out of funds legally available for the purpose, dividends on each
Series B Participating Preferred Share equal to 1,000 (as adjusted from time to
time as provided in subparagraph (2) of this Section 5.b. of this Article
FOURTH, the "Class A Multiple") times the aggregate amount of dividends or
distributions declared (whether or not paid) from time to time per Class A
Common Share (other than to the extent that such dividends and distributions are
payable in Class A Common Shares); provided that, in the event the dividends and
distributions declared on each Series B Participating Preferred Share


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outstanding during the period (a "Dividend Period") between any Dividend Payment
Date (as defined below) and the next subsequent Dividend Payment Date (or, in
the case of the first Dividend Period, the period between the date of issuance
of the first Series B Participating Preferred Share or any fraction thereof and
the next subsequent Dividend Payment Date), do not in the aggregate equal at
least $10 per Series B Participating Preferred Share, then each Series B
Participating Preferred Share shall be entitled to receive, when and if declared
by the Board of Directors out of funds legally available for the purpose,
dividends ("Minimum Dividends") on each Series B Participating Preferred Share
equal to the difference between $10 and the amount of any dividends or
distributions declared on the Series B Participating Preferred Shares during
such Dividend Period. Minimum Dividends shall be payable in cash on the Dividend
Payment Date ending the applicable Dividend Period. "Dividend Payment Dates"
shall mean the dates determined by the Board of Directors, which dates shall be
no later than the last day of January, April, June and September in each year.

         (2) In the event the corporation shall at any time or from time to time
after May 6, 2001 (the "Rights Declaration Date") (a) declare any dividend or
distribution on the Class A Common Shares payable in Class A Common Shares, (b)
subdivide the outstanding Class A Common Shares, or (c) combine the outstanding
Class A Common Shares into a smaller number of shares, then in each such case
the Class A Multiple shall be adjusted by multiplying such amount by a fraction
the numerator of which is the number of Class A Common Shares outstanding
immediately after such event and the denominator of which is the number of Class
A Common Shares outstanding immediately prior to such event.

         (3) The corporation shall declare a dividend or distribution on the
Series B Participating Preferred Shares as set forth in subparagraph (1) of this
Section 5.b. of this Article FOURTH prior to or simultaneously with a
declaration of any dividend or distribution on the Class A Common Shares (other
than a dividend or distribution payable in Class A Common Shares) or, in the
case of dividends payable on a Dividend Payment Date, prior to such Dividend
Payment Date.

         (4) Dividends shall begin to accrue and be cumulative on each
outstanding Series B Participating Preferred Share from the date of issuance
thereof. Accrued and accumulated but unpaid dividends shall not bear interest.
Dividends paid on the Series B Participating Preferred Shares in an amount less
than the total amount of such dividends at the time accrued, accumulated 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 Series B Participating Preferred
Shares entitled to receive payment of a dividend or distribution declared
thereon, which record date shall be no more than 60 days prior to the date fixed
for the payment thereof.


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         c. VOTING RIGHTS. Subject to the Ohio Code and any amendments to these
Amended Articles of Incorporation by the Board of Directors providing for the
issuance of any series of Preferred Shares (other than the Series B
Participating Preferred Shares), the holders of the Class A Common Shares, Class
B Common Shares and Preferred Shares of all series (including, without
limitation, the Series B Participating Preferred Shares) shall be entitled to
one vote per share and shall vote together as a single class for all corporate
purposes.

         d. LIQUIDATION, DISSOLUTION OR WINDING UP. In the event of any
liquidation, dissolution or winding up of the corporation, voluntary or
otherwise, then, before any distribution or payment shall be made to the holders
of Common Shares or any class of stock of the corporation ranking junior to the
Series B Participating Preferred Shares in respect of the liquidation,
dissolution or winding up of the corporation, first (1) the holders of the
Series B Participating Preferred Shares shall be entitled to be paid an amount
in dollars equal to (a) the Class A Multiple per share, plus (b) any accrued,
accumulated and unpaid dividends and distributions thereon, whether or not
declared, to the date of such payment and then (2) the holders of the Series B
Participating Preferred Shares shall be entitled to be paid in full an amount
per share equal to the Remaining Assets (as defined below) multiplied by a
fraction (a) the numerator of which is 20,000 and (b) the denominator of which
is the sum of (i) the number of issued and outstanding Series B Participating
Preferred Shares multiplied by 20,000, (ii) the number of issued and outstanding
Class A Common Shares multiplied by 20 and (iii) the number of issued and
outstanding Class B Common Shares.

         "Remaining Assets" shall mean the amount of assets legally available
for payment to shareholders of the corporation upon liquidation, dissolution or
winding up of the corporation, voluntary or otherwise, minus any payments to
holders of Preferred Shares upon liquidation, dissolution or winding up of the
corporation, voluntarily or otherwise to be made pursuant to clause (1) of the
first sentence of this Section 5.d. of this Article FOURTH or pursuant to any
amendments to these Amended Articles of Incorporation made by the Board of
Directors providing for the issuance of any other series of Preferred Shares.

         e. CONSOLIDATION, MERGER, ETC. In case the corporation shall enter into
any consolidation, merger, combination or other transaction in which the Class A
Common Shares are exchanged for or converted into other shares or securities,
cash or any other property, then in any such case each Series B Participating
Preferred Share shall at the same time be similarly exchanged for or converted
into an amount per share equal to the Class A Multiple times the aggregate
amount of shares, securities, cash or any other property (payable in kind), as
the case may be, into which or for which each Class A Common Share is exchanged
or changed; PROVIDED that, the Series B Participating Preferred Shares shall not
be exchanged for or converted into Common Shares and in lieu thereof the holders
of the Series B Preferred Shares will receive cash or other consideration in the
form and amount determined by the Board of Directors to be equivalent to the per
share amount referred to immediately preceding this proviso.

         f. NO REDEMPTION. The Series B Participating Preferred Shares shall not
be redeemable.

         g. FRACTIONAL SHARES. Series B Participating Preferred Shares may be
issued in fractions of a share which shall entitle the holder, in proportion to
such holder's fractional


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shares, to exercise voting rights, receive dividends, participate in
distributions and have the benefit of all other rights of holders of Series B
Participating Preferred Shares.




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         IN WITNESS WHEREOF, the above-named officer, acting for and on behalf
of the Corporation, has hereunto subscribed his name on this ____ day of April,
2001.





                              __________________________________________
                              Name: David R. Holmes
                              Title:  Chairman of the Board of Directors




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