New Jersey § 14a:2-9

§ 14a:2-9.

(1) The initial by-laws of a corporation shall be adopted by the board at its organization

meeting. Thereafter, the board shall have the power to make, alter and repeal by-laws unless

such power is reserved to the shareholders in the certificate of incorporation, but

by-laws made by the board may be altered or repealed, and new by-laws made, by the

shareholders. The shareholders may prescribe in the by-laws that any by-law made by them shall

not be altered or repealed by the board. (2) The initial by-laws of a corporation adopted by the board at its organization

meeting shall be deemed to have been adopted by the shareholders for purposes of this

act. (3) Any provision which this act requires or permits to be set forth in the by-laws

may be set forth in the certificate of incorporation with equal force and effect. (4) The by-laws may contain any provision, not inconsistent with law or the certificate

of incorporation, relating to the business of the corporation, the conduct of its

affairs, and its rights or power or the rights or power of its shareholders, directors,

officers or employees. (5)(a) Without limiting subsection (4) of this section, the by-laws may provide that

the federal and State courts in New Jersey shall be the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of the corporation; (ii) any action by one or more shareholders asserting a claim of a breach of fiduciary

duty owed by a director or officer, or former director or officer, to the corporation

or its shareholders, or a breach of the certificate of incorporation or by-laws; (iii) any action brought by one or more shareholders asserting a claim against the

corporation or its directors or officers, or former directors or officers, arising

under the certificate of incorporation or the “New Jersey Business Corporation Act,” N.J.S.14A:1-1 et seq. ; (iv) any other State law claim, including a class action asserting a breach of a duty

to disclose, or a similar claim, brought by one or more shareholders against the corporation,

its directors or officers, or its former directors or officers; or (v) any other claim brought by one or more shareholders which is governed by the internal

affairs or an analogous doctrine. (b) The by-laws may provide that one or more shareholders who file an action in breach

of a forum selection requirement of the by-laws shall be liable for all reasonable

costs incurred in enforcing the requirement, including, without limitation, reasonable

attorney's fees of the defendants. If the by-laws contain an exclusive forum provision, the directors and officers,

and former directors and officers, shall be deemed to have consented to the personal

jurisdiction of that forum. If the provision is not contained in the original by-laws but is adopted by an amendment,

the provisions and the personal jurisdiction over directors and officers, and former

directors and officers, shall apply only to actions brought by one or more shareholders

after the date of the amendment of the by-laws and which assert claims arising after

the date of the amendment.