UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of The

~~The~~ Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~June~~November 1610, 2010

Law Enforcement Associates Corporation

(Exact name of registrant as specified in its charter)

Nevada

000-49907

56-2267438

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)


2609 Discovery Drive Suite 125, Raleigh, NC		27616
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (919) 872-6210

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:

¨	Written communications 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 5.0702 ~~Submission~~Departure of Directors ~~Matters~~or toCertain aOfficers; ~~Vote~~Election of ~~Security~~Directors; ~~Holders~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~June~~November 1610, 2010, the board of directors of Law Enforcement Associates Corporation (the “~~Registrant~~Company”) ~~held~~formally ~~its~~adopted ~~Annual~~the ~~Meeting~~2010 ofStock ~~Shareholders~~Option Plan (the ~~“Annual~~ ~~Meeting~~“Plan”)~~. There were three proposals submitted to shareholders at the Annual Meeting. In the case of Proposal 1~~, ~~all~~which ofPlan ~~the~~had previously ~~Board~~been ~~of Directors’ nominees were~~ approved ~~and~~by ~~re-elected to serve on~~ the ~~Registrant~~Company’s ~~Board of Directors. All other proposals were also approved by the~~ shareholders ~~entitled to vote~~ at the ~~Annual~~Company’s ~~Meeting~~June 16th, ~~provided~~2010, ~~however,~~Annual ~~that~~Meeting ~~the~~of ~~proposal~~Shareholders. ~~regarding~~Under ~~implementation~~the ~~and~~terms ~~adoption~~ of athe ~~stock~~Plan, ~~option~~directors ~~plan~~and ~~was~~certain ~~amended~~Eligible atEmployees of the ~~annual~~Company ~~meeting~~and ~~to reduce~~any ~~the~~Subsidiary, ~~number~~which may ofinclude ~~shares of~~ the ~~Registrant~~Company’s ~~common~~named ~~stock~~executive ~~authorized~~officers, ~~for~~are ~~issuance~~eligible ~~upon~~to ~~the~~receive ~~exercise~~qualified ofincentive stock options ~~from~~and ~~1,000,000~~non-qualified tostock ~~500~~options (collectively,~~000.~~ ~~The~~the ~~proposals~~“Options”). ~~below~~To ~~are~~date, ~~described~~no inofficer ~~greater~~or ~~detail~~director inhas ~~the~~received ~~Registrant’s~~any ~~definitive proxy~~Options ~~statement~~under ~~for~~ the ~~Annual Meeting as filed with the Securities and Exchange Commission on May 20, 2010~~Plan.

The ~~voting~~stated purpose of the Plan is to encourage and enable eligible directors, officers and other Eligible ~~results~~Employees ~~were~~of asthe ~~follows:~~Company and its subsidiaries to acquire proprietary interests in the Company through the ownership of Common Stock of the Company. The Plan also is designed to assist the Company in attracting and retaining employees and directors, to align the interests of directors, officers, and other full-time employees with those of the shareholders, and to provide additional incentive for employees to whom stock options are granted to perform at levels that will enhance the Company’s financial performance and shareholder value.

~~Proposal~~The 1description :of ~~Proposal~~the Plan contained herein is a summary and is qualified in its entirety by reference to ~~elect~~the ~~five~~full ~~members~~text of the ~~Board~~Plan offiled ~~Directors,~~as ~~each~~Exhibit ~~for~~10.1 ato ~~term~~this ~~of one~~report ~~year~~and incorporated by reference herein. Any capitalized terms not herein defined retain the meaning assigned to them under the Plan.

Directors Elected	Votes For	Votes Withheld	Broker Non-Votes
Anthony E. Rand	14,327,264	98,229	7,607,347
James J. Lindsay	14,328,404	97,089	7,607,347
Joseph A. Jordan	14,326,459	99,034	7,607,347
Paul Briggs	14,328,404	97,089	7,607,347
W. Lyndo Tippett	14,316,430	109,063	7,607,347

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

~~Proposal~~On November 10, 2010, the board of directors of the Company approved certain amendments to the Company’s Bylaws, which amendments became effective immediately. Section 2:.4 ~~Proposal~~of the Company’s Bylaws was amended to ~~approve~~set ~~the~~forth ~~adoption~~procedures ~~and~~by ~~implementation~~which a stockholder of the Company can properly introduce any business (e.g., a ~~stock~~stockholder ~~option~~proposal) ~~plan~~before ~~covering~~any upmeeting of the stockholders of the Company. A stockholder desiring to ~~500~~introduce any business must give notice to the Company at least 120 days in advance of the stockholders meeting,~~000~~ ~~shares~~and such notice must set forth various informational items, including a description of the ~~Registrant~~business proposed to be introduced and the reasons for conducting such business. Prior to Section 2.4 being amended, there was no defined process outlined in the Company’s ~~common~~Bylaws ~~stock~~for a stockholder to follow that wished to introduce business at any stockholder meeting. These stockholder notice procedures are in addition to any other stockholder notice requirements applicable to the Company pursuant to state and federal law, such as the stockholder proposal procedures outlined in Rule 14a-8 promulgated under the Securities Exchange Act of 1934.

For		Against		Abstain		Broker Non-Votes
14,178,910		222,188		24,395		7,607,347

The Company also amended Section 5.1 of the Company’s Bylaws to permit the issuance of uncertificated shares of some or all of the shares of any class of the Company’s stock. Prior to the amendment, the Company, though permitted under Nevada law, was not authorized under its Bylaws to issue shares without certificates. Section 3.9 of the Bylaws was also clarified to provide that a special meeting of the board of directors could be called on two calendars day

~~Proposal~~ 3:notice ~~Proposal~~and that such notice could be delivered to ~~ratify~~the directors electronically. Prior to the ~~appointment~~amendment, Section 2.4 was silent on whether the two days notice was intended to be two calendar days or two business days notice and electronic delivery of ~~Frazer~~the ~~Frost~~notice was not permitted. Lastly, ~~LLP~~various assections of the ~~Registrant’s~~Bylaws ~~independent~~were ~~registered~~altered ~~public~~to ~~accounting~~make ~~firm~~them ~~for~~gender ~~2010~~neutral, as well as correct non-material grammatical and format issues.

For		Against		Abstain		Broker Non-Votes
20,467,442		1,459,770		105,628		—

The above description of the amended Bylaws is qualified in its entirety by reference to the amended Bylaws, attached as Exhibit 3.1 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


Exhibit No.		Description of Exhibit

3.1		Bylaws of Law Enforcement Associates Corporation, as amended through November 10, 2010

10.1		2010 Stock Option Plan

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.


LAW ENFORCEMENT ASSOCIATES CORPORATION

By:		/s/ Paul Briggs
		Paul Briggs
		President and Chief Executive Officer

Dated: ~~June 17~~November 15, 2010

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