Nevada Business Associations; Securities; Commodities
Sec.
§
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, that any, all or certain 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. Unless otherwise expressly set forth in the articles of incorporation or bylaws, such a requirement must not be interpreted as prohibiting any corporation from consenting, or requiring any corporation to consent, to any alternative forum in any instance.
2.
The provisions of this section do not create or authorize any cause of action against a corporation or its directors or officers.
3.
As used in this section:
(a)
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.
(b)
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.