8-K

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): November 12, 2013

AMBASSADORS GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-33347	91-1957010
(State or other jurisdiction of	(Commission File Number)	(IRS Employer
incorporation)		Identification No.)

Dwight D. Eisenhower Building, 2001 S Flint Road, Spokane, WA 99224

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code:

(509) 568-7800

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:

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.

On November 12, 2013, the Board of Directors of Ambassadors Group, Inc. (the “Corporation”) approved and adopted an amendment to the By-Laws of the Corporation (the “By-Laws Amendment”), effective immediately, to establish Delaware as the forum for certain stockholder actions.  The By-Laws Amendment added a new Section 6 to Article VII of the Corporation’s By-Laws, which provides that, unless the Corporation otherwise agrees and to the fullest extent permitted by law, the state and federal courts located in the State of Delaware shall be the exclusive forum for any derivative action brought by a stockholder on the Corporation’s behalf, and any stockholder action asserting a claim of breach of fiduciary duty by any director, officer or employee of the Corporation, a claim arising under the Delaware General Corporation Law or the Corporation’s governing documents, or a claim governed by the internal affairs doctrine.

The By-Laws Amendment further provides that any person or entity purchasing or otherwise acquiring any interest in shares of stock of the Corporation is deemed to have notice of and consented to the provisions contained in the By-Laws Amendment.

The foregoing description of the By-Laws Amendment is only a summary and is qualified in its entirety by reference to the full text of the By-Laws Amendment, which is incorporated herein by reference and filed herewith as Exhibit 3.1.

Item 9.01  Financial Statements and Exhibits.

(d) Exhibits.

Exhibit 3.1 Amendment to By-Laws of Ambassadors Group, Inc., dated November 12, 2013.

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.

Date: November 18, 2013

 AMBASSADORS GROUP, INC.

 /s/ Anthony F. Dombrowik

 Anthony F. Dombrowik

 Interim Chief Executive Officer, Chief Financial Officer

 (Principal Executive Officer and Financial Officer)

EXHIBIT INDEX

Exhibit
Number	Description
3.1	Amendment to By-Laws of Ambassadors Group, Inc., dated November 12, 2013.

EX-3.1

Exhibit 3.1

CERTIFICATE OF AMENDMENT

OF

BY-LAWS

OF

AMBASSADORS GROUP, INC.

Anthony F. Dombrowik certifies that:

1. He is the Interim Chief Executive Officer and President, and Chief Financial Officer of Ambassadors Group, Inc., a Delaware corporation.

2. At a meeting of the Board of Directors of this corporation resolutions were duly adopted to amend the By-Laws of this corporation as follows:

To add a new Section 6 to Article VII of the By-Laws of this corporation as follows:

“Section 6.  Forum for Adjudication of Disputes.  Unless the Corporation consents in writing to the selection of an alternative forum, to the fullest extent permitted by law, the sole and exclusive forum for any stockholder (including any beneficial owner) to bring:  (a) any derivative action or proceeding brought on behalf of the Corporation, (b) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or employee of the Corporation to the Corporation or the Corporation’s stockholders, (c) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law or the Corporation’s Certificate of Incorporation or By-laws, or (d) any action asserting a claim governed by the internal affairs doctrine shall be a state or federal court located within the State of Delaware; in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants.  Any person or entity purchasing or otherwise acquiring any interest in shares of stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Section.

If any provision of this Section shall be held to be invalid, illegal or unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted by law, the validity, legality and enforceability of such provision in any other circumstance and of the remaining provisions of this Section (including, without limitation, each portion of any sentence of this Section containing any such provision held to be invalid, illegal or unenforceable that is not itself held to be invalid, illegal or unenforceable) and the application of such provision to other persons or entities and circumstances shall not in any way be affected or impaired thereby.”

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IN WITNESS WHEREOF, said corporation has caused this Certificate to be signed as of November 12, 2013.

AMBASSADORS GROUP, INC.
By:
Name:	Anthony F. Dombrowik
Title:	Interim Chief Executive Officer and President, Chief Financial Officer

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