§ 7-102-108 — Forum selection - definition

(1) The articles of incorporation or
the bylaws may require that any or all internal corporate claims must be brought
exclusively in any specified court of this state and, if so specified, in any additional
courts in this state or in any other jurisdiction with which the corporation has a
reasonable relationship.

(2) A provision of the articles of incorporation or bylaws specified in
subsection (1) of this section does not confer jurisdiction on any court or over any
person or claim and does not apply if none of the courts specified by the provision
has the requisite personal and subject-matter jurisdiction. If a court specified in a
provision specified in subsection (1) of this section does not have the requisite
personal and subject-matter jurisdiction and another court of this state does have
that jurisdiction, the internal corporate claim may be brought:

(a) In the other court of this state, notwithstanding that the other court is not
specified in the provision; and

(b) In any other court specified in the provision that has the requisite
jurisdiction.

(3) No provision of the articles of incorporation or the bylaws may prohibit
bringing an internal corporate claim in the courts of this state or require the claims
to be determined by arbitration.

(4) Internal corporate claim means:

(a) Any claim that is based upon a violation of a duty under the laws of this
state by a current or former director, officer, or shareholder in that capacity;

(b) A derivative action or proceeding brought on behalf of the corporation;

(c) An action asserting a claim arising pursuant to any provision of articles
101 to 117 of this title 7, the articles of incorporation, or bylaws; or

(d) An action asserting a claim governed by the internal affairs doctrine that
is not included in subsections (4)(a) to (4)(c) of this section.

Legislative History

Source: L. 2019: Entire section added, (SB 19-086), ch. 166, p. 1926, � 29, effective July 1, 2020.