Nevada § 78.046 - Authorization of forum selection provisions in articles or bylaws

§ 78.046. Authorization of forum selection provisions in articles or bylaws

1. The articles of incorporation or bylaws of a corporation may require, to the extent

not inconsistent with any applicable jurisdictional requirements and the laws of the

United States, that any, all or certain: (a) Concurrent jurisdiction actions must be brought solely or exclusively in the court

or courts specified in the requirement; and (b) Internal actions must be brought solely or exclusively in the court or courts

specified in the requirement, which must include at least one court in this State. 2. Unless otherwise expressly set forth in the articles of incorporation or bylaws,

any requirement described in subsection 1 must not be interpreted as prohibiting any

corporation from consenting, or requiring any corporation to consent, to any alternative

forum in any instance. 3. The provisions of this section do not create or authorize any cause of action against

a corporation or its directors or officers. 4. As used in this section: (a) “ Concurrent jurisdiction action ” means any action, suit or proceeding against the corporation or any of its directors

or officers, that: (1) Asserts a cause of action under the laws of the United States; (2) Could be properly commenced in either a federal forum or a forum of this State

or any other state; and (3) Is brought by or in the name or on behalf of: (I) The corporation; (II) Any stockholder of the corporation; or (III) Any subscriber for, or purchaser or offeree of, any shares or other securities

of the corporation. (b) “ Court ” means any court of: (1) This State, including, without limitation, those courts in any county having a

business court, as that term is defined in NRS 13.050 ; (2) A state other than this State; or (3) The United States. (c) “ Internal action ” means any action, suit or proceeding: (1) Brought in the name or right of the corporation or on its behalf, including, without

limitation, any action subject to NRS 41.520 ; (2) For or based upon any breach of any fiduciary duty owed by any director, officer,

employee or agent of the corporation in such capacity; or (3) Arising pursuant to, or to interpret, apply, enforce or determine the validity

of, any provision of this title, the articles of incorporation, the bylaws or any

agreement entered into pursuant to NRS 78.365 to which the corporation is a party or a stated beneficiary thereof.