The certificate of incorporation or bylaws may set exclusive court rules for certain corporate claims, but they cannot block those claims from being brought in this state’s courts or force them into arbitration.
(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 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 stockholders, when acting in their capacity as stockholders or in the right of the corporation, 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 corporation has a reasonable relationship, if those claims relate to the business of the corporation, the conduct of its affairs, or the rights or powers of the corporation or its stockholders, directors, or officers; provided that such requirement is consistent with applicable jurisdictional requirements and allows a stockholder 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 stockholder in their capacities as such, (ii) that is a derivative action or proceeding brought on behalf of the corporation, (iii) 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 Sections 10A-2A-7.30, 10A-2A-7.31, or 10A-2A-7.32 to which the corporation is a party or a stated beneficiary thereof, or (iv) that is governed by the internal affairs doctrine that is not included in (i) through (iii) above. (d) This section does not prohibit any corporation from consenting, or require any corporation to consent, to any alternative forum in any instance.