8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  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):  February 3, 2011

SHORE BANCSHARES, INC.

(Exact name of registrant as specified in its charter)

Maryland	0-22345	52-1974638
(State or other jurisdiction of	(Commission file number)	(IRS Employer
incorporation or organization)		Identification No.)

18 East Dover Street, Easton, Maryland 21601

(Address of principal executive offices) (Zip Code)

(410) 822-1400

(Registrant’s telephone number, including area code)

N/A

(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 obligations of the registrant under any of the following provisions:

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

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

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

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

INFORMATION TO BE INCLUDED IN THE REPORT

ITEM 5.03.  Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

(a)           Amendment to By-Laws.

On February 3, 2011, the Board of Directors of Shore Bancshares, Inc. (the “Corporation”) amended Sections 1, 2 and 3 of ARTICLE III of the Corporation’s Amended and Restated By-Laws to confirm that the Board may separate the officer positions of President and Chief Executive Officer and may confer upon and/or assign to the President and, if one is elected, the Chief Executive Officer such powers and duties as the Board deems appropriate. The amendments removed certain provisions related to the description of the duties of the President that were inconsistent with other provisions contained in ARTICLE III regarding the Board's authority to empower someone other than the President to serve as the Chief Executive Officer, and they clarified those other provisions so that they expressly provide that the offices of the President and the Chief Executive Officer may be held by two separate persons. The amendments are set forth in a Third Amendment to Amended and Restated By-Laws of Shore Bancshares, Inc., a copy of which is filed herewith as Exhibit 3.2.

ITEM 9.01.  Financial Statements and Exhibits.

(d)           Exhibits.

Exhibit 3.2 Third Amendment to Amended and Restated By-Laws (filed herewith).

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SHORE BANCSHARES, INC.
Dated:  February 5, 2011	By:	/s/ W. Moorhead Vermilye
		W. Moorhead Vermilye
		Chief Executive Officer

-2-

EXHIBIT INDEX

Exhibit

Number                      Description

   3.2                            Third Amendment to Amended and Restated By-Laws (filed herewith).

-3-

EX-3.2

EXHIBIT 3.2

THIRD AMENDMENT TO AMENDED AND RESTATED BY-LAWS

OF

SHORE BANCSHARES, INC.

The Amended and Restated By-Laws of Shore Bancshares, Inc., as amended by a First Amendment and a Second Amendment thereto, are hereby further amended by deleting Sections 1, 2 and 3 of ARTICLE III in their entireties and substituting the following in lieu thereof:

SECTION 1.  Election, Tenure, and Compensation.  The officers of the Corporation shall be a President, one or more Vice Presidents (if so elected by the Board of Directors), a Secretary and a Treasurer.  The Board of Directors may elect such other officers as it may from time to time consider necessary or appropriate for the proper conduct of the business of the Corporation.  The Board may also have a Chairman of the Board.  The officers shall be elected annually by the Board of Directors at its first meeting following the annual meeting of the stockholders and shall have such powers and duties as may be set forth in these By-Laws or conferred upon or assigned to them from time to time by the Board of Directors.  The Chairman, if one is elected, shall be a director and the other officers may, but need not be, directors.  Any two or more of the above officers, except those of President and Vice President, may be held by the same person, but no officer shall execute, acknowledge, or verify any instrument in more than one capacity if such instrument is required by law or by these By-Laws to be executed, acknowledged or verified by any two or more officers.  The compensation or salary paid all officers of the Corporation shall be fixed by resolutions adopted by the Board of Directors.

Except where otherwise expressly provided in a contract duly authorized by the Board of Directors, all officers of the Corporation shall be subject to removal at any time by the affirmative vote of a majority of the Board of Directors.  All employees and agents of the Corporation shall hold such positions at the discretion of the Board of Directors or of the officers appointing them.

SECTION 2.  Powers and Duties of the Chairman.  The Chairman, if one is elected, shall preside at all meetings of the stockholders and of the Board of Directors.  The Chairman shall be ex-officio a member of all the standing committees of the Board of Directors.  The Chairman shall do and perform such other duties as may from time to time be assigned to the Chairman by the Board of Directors.

SECTION 3.  Powers and Duties of the President.  The President shall, unless the Board of Directors so empowers another person, be the chief executive officer of the Corporation and shall supervise the carrying out of the policies adopted or approved by the Board of Directors.  The President shall have general executive powers and duties, including, without limitation, general charge and control of the Corporation’s business affairs and properties and general powers and duties of supervision and management usually vested in the office of President of a corporation.  The President shall also have such specific powers and duties as may be conferred upon or assigned to the President from time to time by the Board of Directors.  The President may sign and execute all authorized bonds, contracts, obligations, and other instruments and documents in the name of the Corporation.