Alabama § 10A-3A-2.07 - Forum Selection Provisions.

§ 10A-3A-2.07. Forum Selection Provisions.

(a) The certificate of incorporation or the bylaws may require, consistent with applicable jurisdictional requirements, that any or all internal corporate claims shall be brought exclusively in any specified court or courts of this state and, if so specified, in any additional courts in this state or in any other jurisdictions with which the nonprofit corporation has a reasonable relationship and no provision of the certificate of incorporation or the bylaws may prohibit bringing those claims in the courts of this state or require those claims to be determined by arbitration.

(b) With respect to claims that are not internal corporate claims, the certificate of incorporation or bylaws may require members, directors, officers, and the person or group of persons specified in the certificate of incorporation, when acting in that person’s capacity as a member, director, officer, or person or group of persons specified in the certificate of incorporation, to bring any or all such claims only in any specified court or courts of this state and, if so specified, in any additional courts in this state or in any other jurisdictions with which the nonprofit corporation has a reasonable relationship, if those claims relate to the business and affairs of the nonprofit corporation, the conduct of its affairs, or the rights or powers of the nonprofit corporation or its members, directors, officers, or person or persons specified in the certificate of incorporation; provided that such requirement is consistent with applicable jurisdictional requirements and allows a member, director, officer, and person or group of persons specified in the certificate of incorporation to bring such claims in at least one court in this state that has jurisdiction over those claims.

(c) “Internal corporate claim” means, for the purposes of this section, any claim, action, suit, or proceeding (i) that is based upon a violation of a duty under the laws of this state by a current or former director, officer, or member in their capacities as such, (ii) that arises from, is pursuant to, or seeks to interpret, apply, enforce, or determine the validity of, any provision of this chapter, the certificate of incorporation, the bylaws, or any agreement entered into pursuant to Section 10A-3A-7.30 to which the nonprofit corporation is a party or a stated beneficiary thereof, or (iii) that is governed by the internal affairs doctrine that is not included in (i) through (ii) above.

(d) This section does not prohibit any nonprofit corporation from consenting, or require any nonprofit corporation to consent, to any alternative forum in any instance.