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): December 722, 2010

EnergyConnect Group, Inc.

(Exact name of Company as specified in its charter)

___________

(Commission File Number)

Oregon	93-0935149
(State or Other Jurisdiction of Incorporation)	(I.R.S. Employer Identification No.)

901 Campisi Way, Suite 260

Campbell, CA 95008

(Address of principal executive offices, with zip code)

(408) 370-3311

(Company’s telephone number, including area code)

___________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company 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.~~02 Departure~~03 ofAmendments ~~Directors~~to orArticles ~~Certain Officers; Election~~ of ~~Directors;~~Incorporation ~~Appointment~~or ~~of Certain Officers~~Bylaws; ~~Compensatory~~Change ~~Arrangements~~in ofFiscal ~~Certain Officers~~Year.

~~Resignation~~On December 22, 2010, the Board of ~~Chief~~Directors ~~Financial~~of ~~Officer~~EnergyConnect Group, Inc. (the “Company”) adopted the following amendments to the Company’s Bylaws (the “Amendments”):

On· ~~December~~Section 7,1 ~~2010,~~of ~~Andrew~~ARTICLE C.I ~~Warner,~~previously provided that the ~~Chief~~Company’s ~~Financial~~annual ~~Officer~~meeting ~~and~~of ~~Secretary~~the shareholders would be held on the first Tuesday in the month of ~~EnergyConnect~~June ~~Group,~~each ~~Inc.~~year (unless a different date was fixed by the ~~“Company”),~~Board ~~notified~~– the ~~Company~~Amendments ~~that~~deleted hethe isfixed ~~resigning~~date asconcept so the ~~Company’s~~Board ~~Chief~~or ~~Financial~~others ~~Officer~~entitled ~~and~~to ~~Secretary,~~call ~~effective~~shareholders ~~immediately. Mr.~~meetings ~~Warner~~must ~~will~~affirmatively ~~assist~~set a meeting date in order for the ~~role~~annual ~~transition~~meeting ~~through~~to ~~December~~be 21held. In a related change, ~~2010~~Section 2 was deleted in its entirety, which had previously specified that the CEO or Chairman could unilaterally call an annual shareholders meeting if it was not held within 60 days of the fixed date previously specified in Section 1.

~~Appointment~~· Section 2 of ~~Interim~~ARTICLE ~~Chief~~I ~~Financial~~(previously ~~Officer~~Section 3) provided that special meetings of the shareholders could be called by the President, the Board of Directors or shareholders holding at least 10% of the outstanding shares – the Amendments deleted the ability of shareholders to call special meetings of the shareholders.

On· ~~December~~Section ~~10,~~3 ~~2010,~~of ARTICLE I (previously Section 4) provided that shareholder meetings would be held at the Company’s ~~named~~principal ~~Amir~~office ~~Ameri~~if ~~its~~not ~~interim~~designated ~~Chief~~by ~~Financial~~the ~~Officer,~~Board ~~reporting~~– tothe ~~Kevin~~Amendments ~~Evans,~~deleted ~~President~~the ~~and~~default ~~Chief~~location ~~Executive~~so ~~Officer~~a location must be affirmatively specified by the Board or others entitled to call shareholder meetings.

~~Since~~· ~~2006,~~Section ~~Mr.~~12(b) Ameri has served as a partner for Tatum, a large executive services firm, and has held several interim positions as chief financial officer and advisor. Prior to joining Tatum, he served as Chief Financial Officer and Vice President of ~~Operations~~ARTICLE ~~for~~I ~~Aperto~~(previously ~~Networks,~~Section ~~Inc.~~13(b)) aprovided ~~leading provider of WiMAX-class multi-service broadband wireless access systems, managing finance, operations legal and administration from start-up to $30 million in revenue. Prior to~~ that, ~~Mr.~~shareholders ~~Ameri~~could ~~served~~act asby ~~Chief~~written ~~Financial~~consent ~~Officer~~– ~~for Resumix, Inc., a software and services provider of human management skills, where he improved financial performance and managed~~ the ~~company’s~~Amendments ~~acquisition~~deleted bythis ~~Hotjobs~~provision.~~com. Mr. Ameri earned a Master of Business Administration and Bachelor of Arts in Economics from Stanford University.~~

~~The~~· ~~Company~~Section ~~has~~5 ~~entered~~of ~~into~~ARTICLE anII ~~Interim~~previously ~~Services~~provided ~~Agreement~~at ~~with~~least ~~Tatum~~3 ~~pursuant~~days tonotice ~~which~~of ~~the~~Board ~~Company~~meetings ~~will~~– ~~pay~~the ~~Tatum~~Amendments ~~$2,060~~changed ~~per~~this ~~day~~to ~~for~~48 ~~Mr.~~hours ~~Ameri’s services~~notice.

A· ~~press~~Section ~~release~~8 ~~announcing~~of ARTICLE II – the ~~foregoing~~Amendments ~~resignation~~added ~~and~~the ~~appointment~~ability isof ~~filed~~directors ~~herewith~~to asact ~~Exhibit~~by ~~99.1~~written ~~and~~consent isusing ~~incorporated~~electronic ~~herein~~transmissions byto ~~reference~~evidence their consent.

~~Item~~· ~~9.01 Financial~~Section ~~Statements~~10 ~~and~~of ~~Exhibits~~ARTICLE II previously specified that any vacancy on the Board not filled by the directors shall be filled by election at an annual meeting of shareholders called for that purpose – the Amendments deleted this concept to clarify that vacancies on the Board need not be filled at an annual meeting of shareholders.

Section 14 of ARTICLE II previously provided that directors could be removed at a shareholders meeting – the Amendments clarify that director removal can only occur at a special shareholders meeting (which can only be called by the President and Board in light of the changes to Section 2 of ARTICLE I described above).

Section 8 of ARTICLE IV previously provided that the agenda for special shareholder meetings would be set by the person calling the meeting – the Amendments deleted this provision.

Section 14 of ARTICLE IV was amended to clarify that the Board need not specify the compensation of the Company’s officers.

A new Section 8 was added to ARTICLE V that provides that the director and officer indemnification rights provided in the Bylaws shall be contractual rights with each individual that cannot be repealed or amended with respect to such individual without their consent.

A new ARTICLE VIII was inserted and the previous ARTICLE VIII was moved down to become ARTICLE IX. The new ARTICLE VIII provides for a staggered Board of Directors to be created by the Board prior to the Company’s next annual meeting of shareholders following the 2010 annual meeting. The Board will be divided into 3 classes with as nearly equal numbers of directors in each as possible. Only one class of directors will be elected at each annual meeting held after the 2010 annual meeting and the terms of the other directors will be extended until their class is up for election. Conforming changes were made to Section 2 and Section 10(b) of ARTICLE II

The amended and restated Bylaws are attached hereto as Exhibit 3.1.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press Release dated December 10, 2010 issued by EnergyConnect Group, Inc.

Exhibit No.		Description
3.1		Bylaws, as amended and restated on December 22, 2010.

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.

Date: December 10, 2010	ENERGYCONNECT GROUP, INC.
Date: December 22, 2010	ENERGYCONNECT GROUP, INC.
	By:	/s/ Kevin R. Evans
	Name:	Kevin R. Evans
	Title:	President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.		Description
3.1		Bylaws, as amended and restated on December 22, 2010.

Filing Compare · EnergyConnect Group Inc