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

(a) The Board of Directors (the "Board") of Carrollton Bancorp (the "Company") adopted Amended and Restated Bylaws, effective upon adoption, on January 24, 2013. The Amended and Restated Bylaws ("Bylaws") amend the previous bylaws by amending Article I, Section 1 to eliminate the requirement that the annual meeting of stockholders be held in April of each year and instead provide that the annual meeting will be held on such date as fixed by the Board.

The Board decided to amend the bylaws to eliminate the need to hold the annual stockholders' meeting in April because of the difficulty in closing the books and preparing the required documentation in time to hold the annual meeting in April. For the 2013 annual meeting of stockholders in particular, the Board has determined that it is in the best interests of the Company and its stockholders to delay the annual meeting until after the closing of the pending merger with Jefferson Bancorp, Inc.; since this will likely require a delay from the typical annual meeting date, the Board determined that the amendment to the Bylaws was appropriate. In accordance with the Agreement and Plan of Merger between the Company, Jefferson Bancorp, Inc. and Financial Services Partners Fund I, LLC dated as of April 8, 2012, the Company received Jefferson Bancorp, Inc.'s written consent to amend the Bylaws as described above prior to the Board's adoption of the Amended and Restated Bylaws.

The full Amended and Restated Bylaws is filed as Exhibit 3.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Description

3.1 Amended and Restated Bylaws of Carrollton Bancorp

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