8-K

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported):  May 17, 2011

Community Bank Shares of Indiana, Inc.

(Exact Name of Registrant as Specified in Charter)

Indiana	0-25766	35-1938254
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

101 West Spring Street, New Albany, Indiana 47150

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number including area code (812) 944-2224

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 5.03.  AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

Pursuant to the authority granted to the Board of the Corporation by the Bylaws, the Board amended the Bylaws of the Corporation at its meeting on May 17, 2011, as follows:

· Article II was amended to delete in its entirety Section 2.3, which dealt with organization of stockholder meetings, and replacing the previous text with a new Section 2.3 which allows the Board of the Corporation to designate a Chairman of each meeting of the Stockholders.

The foregoing description of the above amendment to the Bylaws do not purport to be complete and is qualified in its entirety by reference to the Amendment to Bylaws, which is attached hereto as Exhibit 3.1 and incorporated herein by reference.

ITEM 5.07.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Community Bank Shares of Indiana, Inc.’s Annual Meeting of Stockholders was held on May 17, 2011.  At the meeting:

1. Three persons were elected to serve three year terms as directors of Community Bank Shares of Indiana, Inc.;

2. Appointment of Crowe Horwath LLP to serve as the independent registered public accounting firm of Community Bank Shares of Indiana, Inc. for 2011 was ratified; and

3. A proposal to approve Community Bank Shares of Indiana, Inc.’s overall executive compensation program and procedures, as described in the Corporation’s proxy statement, was approved.

Set forth below, with respect to each such matter, are the number of votes cast for or against, the number of abstentions, and the number of broker non-votes.

		FOR		AGAINST		WITHHELD		ABSTAINED		BROKER NON-VOTES
1.	Election of directors:
	NOMINEE
	George M. Ballard		1,849,299				52,294				748,777
	Norman E. “Ned”  Pfau, Jr.		1,858,375				43,218				748,777
	James D. Rickard		1,861,843				39,750				748,777
2.	Ratification of appointment of Independent Registered Public Accounting Firm.		2,632,635		13,299				4,436
3.	Proposal to approve Community Bank Shares of Indiana, Inc.’s overall executive compensation programs and procedures.		1,690,351		73,222				138,019		748,778

ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

(d)  Exhibits

Number	Description of Exhibits
3.1	Amendment to Bylaws dated May 17, 2011

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

COMMUNITY BANK SHARES OF INDIANA, INC.

Date:    May 23, 2011	By:	/s/ James D. Rickard
		Name:  James D. Rickard
		Title: President and CEO

Date:    May 23, 2011	By:	/s/ Paul A. Chrisco
		Name:  Paul A. Chrisco
		Title: Chief Financial Officer

EX-3.1

Exhibit 3.1

AMENDMENT DATED AS OF MAY 17, 2011

TO

BYLAWS OF

COMMUNITY BANK SHARES OF INDIANA, INC.

Amendment to ARTICLE II of the Bylaws.  ARTICLE II of the Bylaws is hereby amended by (i) deleting in its entirety Section 2.3, and (ii) replacing the previous text of Section 2.3 with the following text as a new Section 2.3:

Organization.  Each meeting of the stockholders shall be presided over by a Chairman of the Meeting, who shall be designated by the Board of Directors, or in the absence of such designation, shall be chosen by a vote of the stockholders at the beginning of the meeting of stockholders.  The Chairman of the Meeting shall preside at and act as chairman of such meeting of the stockholders; and the Secretary, or in his absence, any person appointed by the Chairman of the Meeting, shall act as secretary of such meeting. The Chairman of the Meeting of the stockholders, unless prescribed by law or regulation, shall determine the order of business and procedures at the meeting, including such regulation of the manner of voting and the conduct of discussions as shall be deemed appropriate by him in his sole discretion.  The Chairman of the Meeting shall conduct such meeting in a businesslike and fair manner, but shall not be obligated to follow any technical, formal, or parliamentary rules or principles of procedure.  Without limiting the generality of the foregoing, the Chairman of the Meeting shall have all the powers usually vested in a chairman of a meeting of stockholders.