Unassociated Document
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): September 19, 2008

GRAN TIERRA ENERGY INC.

(Exact name of Registrant as specified in its charter)
Nevada
98-0479924
(State or other jurisdiction of incorporation)
(I.R.S. Employer Identification No.)

Commission file number: 000-52594

300, 611 - 10th Avenue S.W.
Calgary, Alberta, Canada T2R 0B2
(Address of principal executive offices and zip code)

Registrant's telephone number, including area code: (403) 265-3221

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):

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. 
 
Effective September 19, 2008, the Board of Directors of Gran Tierra Energy Inc. (“Gran Tierra”) amended the Gran Tierra Bylaws (the “Bylaws”). The amendments amend Article II, Sections 4, 7, 9 and 10, and Article VIII, Section 1, of the Bylaws, in all cases to reflect and clarify that when determining at a stockholders meeting whether a quorum is present, and whether at a stockholders meeting or a vote by written consent a matter voted upon is passed, votes are counted rather than shares of stock. Gran Tierra has a share of special voting stock outstanding that is entitled to cast the number of votes equal to the number of exchangeable shares outstanding and, therefore, the number of votes and number of Gran Tierra shares outstanding do not coincide.
 
The Bylaws, as so amended and restated, are attached hereto as Exhibit 3.1.
 
Item 9.01 Financial Statements and Exhibits.
   
 
Exhibit
Number
 Description
     
3.1
Amended and Restated Bylaws.
 
SIGNATURE

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.
 
 
Dated: September 19, 2008
GRAN TIERRA ENERGY INC
 
 
 
 
By:
/s/ Martin H. Eden     
   
Martin H. Eden    
 
 
Chief Financial Officer


 
 
 


EXHIBIT INDEX
 
   
 
Exhibit
Number
 Description
     
3.1
Amended and Restated Bylaws.