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~~March 2523, 2010

Bay National Corporation

(Exact Name of Registrant as Specified in its Charter)

Maryland	~~000-51765~~	52000-~~2176710~~51765	52-2176710
(State of Incorporation)	~~(Commission File Number)~~	(~~I.R.S.~~Commission ~~Employer~~File ~~Identification No.~~Number)	(I.R.S. Employer
Identification No.)
2328 West Joppa Road
Lutherville, Maryland			21093
(Address of Principal Executive Offices)			(Zip Code)

2328 West Joppa Road
Lutherville, Maryland	21093
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: 410-494-2580

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 obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

~~Item~~ Section 5 – Corporate Governance and Management

Item 5.0702 ~~Submission~~Departure of ~~Matters~~Directors toor aCertain ~~Vote~~Officers; Election of ~~Security~~Directors; ~~Holders~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Bay National Corporation~~ (~~the “Company”~~b) On ~~held~~March ~~a Special Meeting of Stockholders on February 25~~23, 2010~~. At~~, ~~the~~John ~~Special~~R. ~~Meeting,~~Lerch ~~our~~resigned ~~stockholders considered~~from ~~and~~the ~~approved~~Board anof ~~amendment~~Directors toof ~~the~~Bay ~~Company’s~~National ~~articles~~Corporation ofand ~~incorporation to~~Bay ~~increase~~National ~~the~~Bank, ~~number~~effective ofimmediately. Mr. ~~authorized~~Lerch ~~shares~~did ofnot ~~the~~resign ~~Company’s~~in ~~common~~connection ~~stock,~~with ~~$0.01 par~~any ~~value~~disagreement ~~per~~with ~~share,~~the ~~from 20~~Company,~~000,000~~ ~~shares~~the toBank ~~95,000,000~~or ~~shares,~~its ~~as follows:~~management.

Votes Cast
For	Against	Abstain	Total
1,687,743	73,384	12,416	1,773,543

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 thereunto duly authorized.

BAY NATIONAL CORPORATION

	BAY NATIONAL CORPORATION


Date: March 29, 2010	By:	/s/ Hugh W. Mohler
		Hugh W. Mohler President and Chief Executive Officer

Date: March 3, 2010	By:	/s/ Hugh W. Mohler
		Hugh W. Mohler President and Chief Executive Officer

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