State Codes and Statutes

Statutes > New-york > Npc > Article-14 > 1411

§ 1411. Local development corporations.    (a)  Purposes.    This  section  shall  provide  an  additional  and alternate method of  incorporation or reincorporation of not-for-profit corporations for  any  of  the  purposes set forth in this paragraph and shall not be deemed to  alter, impair or diminish the purposes, rights, powers or privileges  of  any  corporation heretofore or hereafter incorporated under this section  or under the stock or business corporation laws.   Corporations  may  be  incorporated  or  reincorporated  under  this  section as not-for-profit  local development corporations operated for the  exclusively  charitable  or public purposes of relieving and reducing unemployment, promoting and  providing   for   additional   and  maximum  employment,  bettering  and  maintaining job opportunities, instructing or  training  individuals  to  improve  or  develop  their  capabilities  for  such  jobs,  carrying on  scientific  research  for  the  purpose  of  aiding   a   community   or  geographical area by attracting new industry to the community or area or  by  encouraging  the development of, or retention of, an industry in the  community or area, and lessening the burdens of government and acting in  the public interest, and any one or  more  counties,  cities,  towns  or  villages  of  the state, or any combination thereof, or the New York job  development  authority  in  exercising  its  power  under   the   public  authorities  law  to  encourage  the  organization  of local development  corporations, may cause such corporations to be incorporated  by  public  officers  or  private individuals or reincorporated upon compliance with  the requirements of this section, and it is hereby found, determined and  declared that in carrying out said purposes and in exercising the powers  conferred by paragraph (b)  such  corporations  will  be  performing  an  essential governmental function.    (b)  Type of corporation.  A local development corporation is a Type C  corporation under this chapter.    (c)  Powers.    In  furtherance of its purposes set forth in paragraph (a) but not for  any other purposes, a  local  development  corporation  incorporated  or  reincorporated  under  this section shall have the following powers:  to  construct,  acquire,  rehabilitate  and  improve  for  use   by   others  industrial  or  manufacturing  plants  in  the  territory  in  which its  operations are principally to be conducted,  to  assist  financially  in  such  construction,  acquisition,  rehabilitation  and  improvement,  to  maintain such plants  for  others  in  such  territory,  to  disseminate  information  and  furnish  advice, technical assistance and liaison with  federal, state and local authorities with respect thereto, to acquire by  purchase, lease, gift, bequest, devise or  otherwise  real  or  personal  property  or  interests therein, to borrow money and to issue negotiable  bonds, notes and other obligations therefor, and notwithstanding section  510 (Disposition of all or substantially all assets)  without  leave  of  the  court, to sell, lease, mortgage or otherwise dispose of or encumber  any such plants or any of its real or personal property or any  interest  therein  upon  such  terms  as  it may determine and, in connection with  loans from the  New  York  job  development  authority,  to  enter  into  covenants  and  agreements  and to comply with all the terms, conditions  and provisions  thereof,  and  otherwise  to  carry  out  its  corporate  purposes  and  to  foster  and  encourage  the  location or expansion of  industrial or  manufacturing  plants  in  the  territory  in  which  the  operations   of  such  corporation  are  principally  to  be  conducted,  provided, however, that no such corporation shall attempt  to  influence  legislation  by  propaganda  or  otherwise, or participate or intervene,  directly or indirectly, in any political campaign on  behalf  of  or  in  opposition to any candidate for public office.(d)   Purchase or lease of real property owned by a county, city, town  or village.    (1)  The local legislative body of a county, city, town or village or,  if  there  is a board of estimate in a city, then the board of estimate,  may by resolution determine that specifically  described  real  property  owned  by  the  county, city, town or village is not required for use by  such county, city, town or village and authorize the county, city,  town  or  village  to  sell or lease such real property to a local development  corporation incorporated or reincorporated under this article; provided,  however, that title to such land be not declared inalienable as a forest  preserve or a parkland.    (2)  Notwithstanding the provisions of any general, special  or  local  law,  charter  or  ordinance  to the contrary, such sale or lease may be  made  without  appraisal,  public  notice,  (except   as   provided   in  subparagraph  (4))  or  public bidding for such price or rental and upon  such terms as may be agreed upon  between  the  county,  city,  town  or  village  and said local development corporation; provided, however, that  in case of a lease  the  term  may  not  exceed  ninety-nine  years  and  provided,  further, that in cities having a population of one million or  more, no such sale or lease shall be made  without  the  approval  of  a  majority  of the members of the borough improvement board of the borough  in which such real property is located.    (3)   Before any sale or lease  to  a  local  development  corporation  incorporated or reincorporated under this article shall be authorized, a  public  hearing  shall  be held by the local legislative body, or by the  board of estimate, as the case may be, to consider the proposed sale  or  lease.    (4)    Notice  of  such  hearing  shall be published at least ten days  before the date set for the hearing in  such  publication  and  in  such  manner  as may be designated by the local legislative body, or the board  of estimate as the case may be.    (5)  A local development corporation, incorporated  or  reincorporated  under  this  section,  which  purchases  or  leases real property from a  county, city, town or village, shall not, without the  written  approval  of  the  county,  city,  town or village, use such real property for any  purpose  except  the  purposes  set  forth   in   the   certificate   of  incorporation  or reincorporation of said local development corporation.  In the event such real property is used in violation of the restrictions  of this paragraph, the attorney-general may bring an action  or  special  proceeding to enjoin the unauthorized use.    (e)  Certificate of incorporation.    In  addition  to  the  requirements  of  section  402  (Certificate of  incorporation;   contents)   the   certificate   of   incorporation   or  reincorporation  of  a  local  development  corporation  incorporated or  reincorporated under this article shall state (1) that  all  income  and  earnings of such corporation shall be used exclusively for its corporate  purposes  or  accrue  and  be  paid  to  the  New  York  job development  authority,  (2)  that  no  part  of  the  income  or  earnings  of  such  corporation  shall  inure  to  the  benefit  or profit of, nor shall any  distribution of its property or assets be made to any member or  private  person,  corporate  or individual, or any other private interest, except  that the certificate of incorporation or reincorporation  may  authorize  the  repayment  of  loans  and  may  also  authorize  the  repayment  of  contributions (other than dues) to the local development corporation but  only if and to  the  extent  that  any  such  contribution  may  not  be  allowable  as a deduction in computing taxable income under the internal  revenue  code  of  nineteen  hundred  fifty-four,  (3)  that   if   such  corporation  accepts  a  mortgage  loan  or  loans from the New York jobdevelopment authority, such corporation shall be dissolved in accordance  with the provisions  of  paragraph  (g)  upon  the  repayment  or  other  discharge in full by such corporation of all such loans.    (f)  Exemption of income from taxation.    The   income   and   operations   of   corporations   incorporated  or  reincorporated under this section shall be exempt from taxation.    (g)  Dissolution.    Upon the dissolution of any local development corporation incorporated  or reincorporated under  this  section  no  member  or  private  person,  corporate or individual, or other private interest, shall be entitled to  any  distribution  or division of its remaining funds and other property  and rights and interests in property, and the balance thereof, after the  payment of all debts and liabilities of the  corporation  of  whatsoever  kind  and  nature, (including the payment of loans and contributions the  repayment  of  which  has  been  authorized  in   its   certificate   of  incorporation  or  reincorporation)  shall be distributed to one or more  counties, cities, towns or villages within the territory  designated  in  its  certificate of incorporation or reincorporation as the territory in  which its operations are principally to be conducted, for furtherance of  the purposes set forth  in  paragraph  (a),  or  to  the  New  York  job  development  authority,  as  shall be provided by said corporation or by  order of the supreme court of the state of New York pursuant to  section  1008  (Jurisdiction  of  supreme  court  to  supervise  dissolution  and  liquidation).    (h) Corporations heretofore incorporated.    Any  corporation  heretofore   incorporated   under   the   membership  corporations  law  or  this  chapter,  or  under  the  stock or business  corporation law for any of the purposes set forth in  paragraph  (a)  of  this   section  may  amend  its  certificate  of  incorporation  and  be  reincorporated as a local development corporation organized  under  this  section  by  making and filing in the office of the secretary of state a  certificate, stating the name of such corporation, and, if it  has  been  changed,  the  name under which it was originally incorporated, the date  of its incorporation, the names and post-office addresses of its members  or of the holders of record of all of the  outstanding  shares  of  such  corporation  entitled  to vote with relation to the proceedings provided  for in the certificate and that such corporation has elected  to  become  and  be a local development corporation organized and operated under and  by virtue  of  this  section.  Such  certificate  shall  be  either  (1)  subscribed in person or by proxy by all of the members or the holders of  record  of all of the outstanding shares of such corporation entitled to  vote with relation  to  such  proceedings  and  shall  have  annexed  an  affidavit  of  the  secretary or an assistant secretary that the persons  who have executed the certificate, in person or by proxy, constitute all  of the members or the holders of record of all of the outstanding shares  of the corporation entitled to vote with  relation  to  the  proceedings  provided for in the certificate, or (2) subscribed by the president or a  vice  president  and  the  secretary or an assistant secretary and shall  have annexed an affidavit of such officers stating that they  have  been  authorized  to  execute  and file such certificate by the votes, cast in  person or by proxy, of all of the members or of the holders of record of  all of the outstanding shares of such corporation entitled to vote  with  relation  to  such  proceedings  at the meeting at which such votes were  cast, and that  such  votes  were  cast  at  a  meeting  of  members  or  stockholders  held  on a date specified, upon notice pursuant to section  605 (Notice of meeting of members) or to section  605  of  the  Business  Corporation Law. Every certificate filed under this paragraph shall have  endorsed  thereon  or  annexed  thereto the approval of a justice of thesupreme court of the judicial  district  in  which  the  office  of  the  corporation  is  to  be  located.  A  reincorporation  pursuant  to this  paragraph shall not effect a dissolution of the corporation,  but  shall  be  deemed  a continuation of its corporate existence, without affecting  its then existing property rights or liabilities, or the liabilities  of  its  members or officers as such, but thereafter it shall have only such  rights, powers and privileges, and be subject only to such other  duties  and  liabilities,  as  a corporation created for the same purposes under  this article.    (i)  Effect of section.    Corporations incorporated or reincorporated under this  section  shall  be  organized  and  operated  exclusively  for the purposes set forth in  paragraph (a), shall have, in addition to the powers otherwise conferred  by law, the powers conferred by paragraph (c) and shall  be  subject  to  all  the  restrictions  and  limitations  imposed  by  paragraph (e) and  paragraph (g).   In so  far  as  the  provisions  of  this  section  are  inconsistent  with  the provisions of any other law, general or special,  the provisions of this section shall be controlling as  to  corporations  incorporated or reincorporated hereunder.

State Codes and Statutes

Statutes > New-york > Npc > Article-14 > 1411

§ 1411. Local development corporations.    (a)  Purposes.    This  section  shall  provide  an  additional  and alternate method of  incorporation or reincorporation of not-for-profit corporations for  any  of  the  purposes set forth in this paragraph and shall not be deemed to  alter, impair or diminish the purposes, rights, powers or privileges  of  any  corporation heretofore or hereafter incorporated under this section  or under the stock or business corporation laws.   Corporations  may  be  incorporated  or  reincorporated  under  this  section as not-for-profit  local development corporations operated for the  exclusively  charitable  or public purposes of relieving and reducing unemployment, promoting and  providing   for   additional   and  maximum  employment,  bettering  and  maintaining job opportunities, instructing or  training  individuals  to  improve  or  develop  their  capabilities  for  such  jobs,  carrying on  scientific  research  for  the  purpose  of  aiding   a   community   or  geographical area by attracting new industry to the community or area or  by  encouraging  the development of, or retention of, an industry in the  community or area, and lessening the burdens of government and acting in  the public interest, and any one or  more  counties,  cities,  towns  or  villages  of  the state, or any combination thereof, or the New York job  development  authority  in  exercising  its  power  under   the   public  authorities  law  to  encourage  the  organization  of local development  corporations, may cause such corporations to be incorporated  by  public  officers  or  private individuals or reincorporated upon compliance with  the requirements of this section, and it is hereby found, determined and  declared that in carrying out said purposes and in exercising the powers  conferred by paragraph (b)  such  corporations  will  be  performing  an  essential governmental function.    (b)  Type of corporation.  A local development corporation is a Type C  corporation under this chapter.    (c)  Powers.    In  furtherance of its purposes set forth in paragraph (a) but not for  any other purposes, a  local  development  corporation  incorporated  or  reincorporated  under  this section shall have the following powers:  to  construct,  acquire,  rehabilitate  and  improve  for  use   by   others  industrial  or  manufacturing  plants  in  the  territory  in  which its  operations are principally to be conducted,  to  assist  financially  in  such  construction,  acquisition,  rehabilitation  and  improvement,  to  maintain such plants  for  others  in  such  territory,  to  disseminate  information  and  furnish  advice, technical assistance and liaison with  federal, state and local authorities with respect thereto, to acquire by  purchase, lease, gift, bequest, devise or  otherwise  real  or  personal  property  or  interests therein, to borrow money and to issue negotiable  bonds, notes and other obligations therefor, and notwithstanding section  510 (Disposition of all or substantially all assets)  without  leave  of  the  court, to sell, lease, mortgage or otherwise dispose of or encumber  any such plants or any of its real or personal property or any  interest  therein  upon  such  terms  as  it may determine and, in connection with  loans from the  New  York  job  development  authority,  to  enter  into  covenants  and  agreements  and to comply with all the terms, conditions  and provisions  thereof,  and  otherwise  to  carry  out  its  corporate  purposes  and  to  foster  and  encourage  the  location or expansion of  industrial or  manufacturing  plants  in  the  territory  in  which  the  operations   of  such  corporation  are  principally  to  be  conducted,  provided, however, that no such corporation shall attempt  to  influence  legislation  by  propaganda  or  otherwise, or participate or intervene,  directly or indirectly, in any political campaign on  behalf  of  or  in  opposition to any candidate for public office.(d)   Purchase or lease of real property owned by a county, city, town  or village.    (1)  The local legislative body of a county, city, town or village or,  if  there  is a board of estimate in a city, then the board of estimate,  may by resolution determine that specifically  described  real  property  owned  by  the  county, city, town or village is not required for use by  such county, city, town or village and authorize the county, city,  town  or  village  to  sell or lease such real property to a local development  corporation incorporated or reincorporated under this article; provided,  however, that title to such land be not declared inalienable as a forest  preserve or a parkland.    (2)  Notwithstanding the provisions of any general, special  or  local  law,  charter  or  ordinance  to the contrary, such sale or lease may be  made  without  appraisal,  public  notice,  (except   as   provided   in  subparagraph  (4))  or  public bidding for such price or rental and upon  such terms as may be agreed upon  between  the  county,  city,  town  or  village  and said local development corporation; provided, however, that  in case of a lease  the  term  may  not  exceed  ninety-nine  years  and  provided,  further, that in cities having a population of one million or  more, no such sale or lease shall be made  without  the  approval  of  a  majority  of the members of the borough improvement board of the borough  in which such real property is located.    (3)   Before any sale or lease  to  a  local  development  corporation  incorporated or reincorporated under this article shall be authorized, a  public  hearing  shall  be held by the local legislative body, or by the  board of estimate, as the case may be, to consider the proposed sale  or  lease.    (4)    Notice  of  such  hearing  shall be published at least ten days  before the date set for the hearing in  such  publication  and  in  such  manner  as may be designated by the local legislative body, or the board  of estimate as the case may be.    (5)  A local development corporation, incorporated  or  reincorporated  under  this  section,  which  purchases  or  leases real property from a  county, city, town or village, shall not, without the  written  approval  of  the  county,  city,  town or village, use such real property for any  purpose  except  the  purposes  set  forth   in   the   certificate   of  incorporation  or reincorporation of said local development corporation.  In the event such real property is used in violation of the restrictions  of this paragraph, the attorney-general may bring an action  or  special  proceeding to enjoin the unauthorized use.    (e)  Certificate of incorporation.    In  addition  to  the  requirements  of  section  402  (Certificate of  incorporation;   contents)   the   certificate   of   incorporation   or  reincorporation  of  a  local  development  corporation  incorporated or  reincorporated under this article shall state (1) that  all  income  and  earnings of such corporation shall be used exclusively for its corporate  purposes  or  accrue  and  be  paid  to  the  New  York  job development  authority,  (2)  that  no  part  of  the  income  or  earnings  of  such  corporation  shall  inure  to  the  benefit  or profit of, nor shall any  distribution of its property or assets be made to any member or  private  person,  corporate  or individual, or any other private interest, except  that the certificate of incorporation or reincorporation  may  authorize  the  repayment  of  loans  and  may  also  authorize  the  repayment  of  contributions (other than dues) to the local development corporation but  only if and to  the  extent  that  any  such  contribution  may  not  be  allowable  as a deduction in computing taxable income under the internal  revenue  code  of  nineteen  hundred  fifty-four,  (3)  that   if   such  corporation  accepts  a  mortgage  loan  or  loans from the New York jobdevelopment authority, such corporation shall be dissolved in accordance  with the provisions  of  paragraph  (g)  upon  the  repayment  or  other  discharge in full by such corporation of all such loans.    (f)  Exemption of income from taxation.    The   income   and   operations   of   corporations   incorporated  or  reincorporated under this section shall be exempt from taxation.    (g)  Dissolution.    Upon the dissolution of any local development corporation incorporated  or reincorporated under  this  section  no  member  or  private  person,  corporate or individual, or other private interest, shall be entitled to  any  distribution  or division of its remaining funds and other property  and rights and interests in property, and the balance thereof, after the  payment of all debts and liabilities of the  corporation  of  whatsoever  kind  and  nature, (including the payment of loans and contributions the  repayment  of  which  has  been  authorized  in   its   certificate   of  incorporation  or  reincorporation)  shall be distributed to one or more  counties, cities, towns or villages within the territory  designated  in  its  certificate of incorporation or reincorporation as the territory in  which its operations are principally to be conducted, for furtherance of  the purposes set forth  in  paragraph  (a),  or  to  the  New  York  job  development  authority,  as  shall be provided by said corporation or by  order of the supreme court of the state of New York pursuant to  section  1008  (Jurisdiction  of  supreme  court  to  supervise  dissolution  and  liquidation).    (h) Corporations heretofore incorporated.    Any  corporation  heretofore   incorporated   under   the   membership  corporations  law  or  this  chapter,  or  under  the  stock or business  corporation law for any of the purposes set forth in  paragraph  (a)  of  this   section  may  amend  its  certificate  of  incorporation  and  be  reincorporated as a local development corporation organized  under  this  section  by  making and filing in the office of the secretary of state a  certificate, stating the name of such corporation, and, if it  has  been  changed,  the  name under which it was originally incorporated, the date  of its incorporation, the names and post-office addresses of its members  or of the holders of record of all of the  outstanding  shares  of  such  corporation  entitled  to vote with relation to the proceedings provided  for in the certificate and that such corporation has elected  to  become  and  be a local development corporation organized and operated under and  by virtue  of  this  section.  Such  certificate  shall  be  either  (1)  subscribed in person or by proxy by all of the members or the holders of  record  of all of the outstanding shares of such corporation entitled to  vote with relation  to  such  proceedings  and  shall  have  annexed  an  affidavit  of  the  secretary or an assistant secretary that the persons  who have executed the certificate, in person or by proxy, constitute all  of the members or the holders of record of all of the outstanding shares  of the corporation entitled to vote with  relation  to  the  proceedings  provided for in the certificate, or (2) subscribed by the president or a  vice  president  and  the  secretary or an assistant secretary and shall  have annexed an affidavit of such officers stating that they  have  been  authorized  to  execute  and file such certificate by the votes, cast in  person or by proxy, of all of the members or of the holders of record of  all of the outstanding shares of such corporation entitled to vote  with  relation  to  such  proceedings  at the meeting at which such votes were  cast, and that  such  votes  were  cast  at  a  meeting  of  members  or  stockholders  held  on a date specified, upon notice pursuant to section  605 (Notice of meeting of members) or to section  605  of  the  Business  Corporation Law. Every certificate filed under this paragraph shall have  endorsed  thereon  or  annexed  thereto the approval of a justice of thesupreme court of the judicial  district  in  which  the  office  of  the  corporation  is  to  be  located.  A  reincorporation  pursuant  to this  paragraph shall not effect a dissolution of the corporation,  but  shall  be  deemed  a continuation of its corporate existence, without affecting  its then existing property rights or liabilities, or the liabilities  of  its  members or officers as such, but thereafter it shall have only such  rights, powers and privileges, and be subject only to such other  duties  and  liabilities,  as  a corporation created for the same purposes under  this article.    (i)  Effect of section.    Corporations incorporated or reincorporated under this  section  shall  be  organized  and  operated  exclusively  for the purposes set forth in  paragraph (a), shall have, in addition to the powers otherwise conferred  by law, the powers conferred by paragraph (c) and shall  be  subject  to  all  the  restrictions  and  limitations  imposed  by  paragraph (e) and  paragraph (g).   In so  far  as  the  provisions  of  this  section  are  inconsistent  with  the provisions of any other law, general or special,  the provisions of this section shall be controlling as  to  corporations  incorporated or reincorporated hereunder.

State Codes and Statutes

State Codes and Statutes

Statutes > New-york > Npc > Article-14 > 1411

§ 1411. Local development corporations.    (a)  Purposes.    This  section  shall  provide  an  additional  and alternate method of  incorporation or reincorporation of not-for-profit corporations for  any  of  the  purposes set forth in this paragraph and shall not be deemed to  alter, impair or diminish the purposes, rights, powers or privileges  of  any  corporation heretofore or hereafter incorporated under this section  or under the stock or business corporation laws.   Corporations  may  be  incorporated  or  reincorporated  under  this  section as not-for-profit  local development corporations operated for the  exclusively  charitable  or public purposes of relieving and reducing unemployment, promoting and  providing   for   additional   and  maximum  employment,  bettering  and  maintaining job opportunities, instructing or  training  individuals  to  improve  or  develop  their  capabilities  for  such  jobs,  carrying on  scientific  research  for  the  purpose  of  aiding   a   community   or  geographical area by attracting new industry to the community or area or  by  encouraging  the development of, or retention of, an industry in the  community or area, and lessening the burdens of government and acting in  the public interest, and any one or  more  counties,  cities,  towns  or  villages  of  the state, or any combination thereof, or the New York job  development  authority  in  exercising  its  power  under   the   public  authorities  law  to  encourage  the  organization  of local development  corporations, may cause such corporations to be incorporated  by  public  officers  or  private individuals or reincorporated upon compliance with  the requirements of this section, and it is hereby found, determined and  declared that in carrying out said purposes and in exercising the powers  conferred by paragraph (b)  such  corporations  will  be  performing  an  essential governmental function.    (b)  Type of corporation.  A local development corporation is a Type C  corporation under this chapter.    (c)  Powers.    In  furtherance of its purposes set forth in paragraph (a) but not for  any other purposes, a  local  development  corporation  incorporated  or  reincorporated  under  this section shall have the following powers:  to  construct,  acquire,  rehabilitate  and  improve  for  use   by   others  industrial  or  manufacturing  plants  in  the  territory  in  which its  operations are principally to be conducted,  to  assist  financially  in  such  construction,  acquisition,  rehabilitation  and  improvement,  to  maintain such plants  for  others  in  such  territory,  to  disseminate  information  and  furnish  advice, technical assistance and liaison with  federal, state and local authorities with respect thereto, to acquire by  purchase, lease, gift, bequest, devise or  otherwise  real  or  personal  property  or  interests therein, to borrow money and to issue negotiable  bonds, notes and other obligations therefor, and notwithstanding section  510 (Disposition of all or substantially all assets)  without  leave  of  the  court, to sell, lease, mortgage or otherwise dispose of or encumber  any such plants or any of its real or personal property or any  interest  therein  upon  such  terms  as  it may determine and, in connection with  loans from the  New  York  job  development  authority,  to  enter  into  covenants  and  agreements  and to comply with all the terms, conditions  and provisions  thereof,  and  otherwise  to  carry  out  its  corporate  purposes  and  to  foster  and  encourage  the  location or expansion of  industrial or  manufacturing  plants  in  the  territory  in  which  the  operations   of  such  corporation  are  principally  to  be  conducted,  provided, however, that no such corporation shall attempt  to  influence  legislation  by  propaganda  or  otherwise, or participate or intervene,  directly or indirectly, in any political campaign on  behalf  of  or  in  opposition to any candidate for public office.(d)   Purchase or lease of real property owned by a county, city, town  or village.    (1)  The local legislative body of a county, city, town or village or,  if  there  is a board of estimate in a city, then the board of estimate,  may by resolution determine that specifically  described  real  property  owned  by  the  county, city, town or village is not required for use by  such county, city, town or village and authorize the county, city,  town  or  village  to  sell or lease such real property to a local development  corporation incorporated or reincorporated under this article; provided,  however, that title to such land be not declared inalienable as a forest  preserve or a parkland.    (2)  Notwithstanding the provisions of any general, special  or  local  law,  charter  or  ordinance  to the contrary, such sale or lease may be  made  without  appraisal,  public  notice,  (except   as   provided   in  subparagraph  (4))  or  public bidding for such price or rental and upon  such terms as may be agreed upon  between  the  county,  city,  town  or  village  and said local development corporation; provided, however, that  in case of a lease  the  term  may  not  exceed  ninety-nine  years  and  provided,  further, that in cities having a population of one million or  more, no such sale or lease shall be made  without  the  approval  of  a  majority  of the members of the borough improvement board of the borough  in which such real property is located.    (3)   Before any sale or lease  to  a  local  development  corporation  incorporated or reincorporated under this article shall be authorized, a  public  hearing  shall  be held by the local legislative body, or by the  board of estimate, as the case may be, to consider the proposed sale  or  lease.    (4)    Notice  of  such  hearing  shall be published at least ten days  before the date set for the hearing in  such  publication  and  in  such  manner  as may be designated by the local legislative body, or the board  of estimate as the case may be.    (5)  A local development corporation, incorporated  or  reincorporated  under  this  section,  which  purchases  or  leases real property from a  county, city, town or village, shall not, without the  written  approval  of  the  county,  city,  town or village, use such real property for any  purpose  except  the  purposes  set  forth   in   the   certificate   of  incorporation  or reincorporation of said local development corporation.  In the event such real property is used in violation of the restrictions  of this paragraph, the attorney-general may bring an action  or  special  proceeding to enjoin the unauthorized use.    (e)  Certificate of incorporation.    In  addition  to  the  requirements  of  section  402  (Certificate of  incorporation;   contents)   the   certificate   of   incorporation   or  reincorporation  of  a  local  development  corporation  incorporated or  reincorporated under this article shall state (1) that  all  income  and  earnings of such corporation shall be used exclusively for its corporate  purposes  or  accrue  and  be  paid  to  the  New  York  job development  authority,  (2)  that  no  part  of  the  income  or  earnings  of  such  corporation  shall  inure  to  the  benefit  or profit of, nor shall any  distribution of its property or assets be made to any member or  private  person,  corporate  or individual, or any other private interest, except  that the certificate of incorporation or reincorporation  may  authorize  the  repayment  of  loans  and  may  also  authorize  the  repayment  of  contributions (other than dues) to the local development corporation but  only if and to  the  extent  that  any  such  contribution  may  not  be  allowable  as a deduction in computing taxable income under the internal  revenue  code  of  nineteen  hundred  fifty-four,  (3)  that   if   such  corporation  accepts  a  mortgage  loan  or  loans from the New York jobdevelopment authority, such corporation shall be dissolved in accordance  with the provisions  of  paragraph  (g)  upon  the  repayment  or  other  discharge in full by such corporation of all such loans.    (f)  Exemption of income from taxation.    The   income   and   operations   of   corporations   incorporated  or  reincorporated under this section shall be exempt from taxation.    (g)  Dissolution.    Upon the dissolution of any local development corporation incorporated  or reincorporated under  this  section  no  member  or  private  person,  corporate or individual, or other private interest, shall be entitled to  any  distribution  or division of its remaining funds and other property  and rights and interests in property, and the balance thereof, after the  payment of all debts and liabilities of the  corporation  of  whatsoever  kind  and  nature, (including the payment of loans and contributions the  repayment  of  which  has  been  authorized  in   its   certificate   of  incorporation  or  reincorporation)  shall be distributed to one or more  counties, cities, towns or villages within the territory  designated  in  its  certificate of incorporation or reincorporation as the territory in  which its operations are principally to be conducted, for furtherance of  the purposes set forth  in  paragraph  (a),  or  to  the  New  York  job  development  authority,  as  shall be provided by said corporation or by  order of the supreme court of the state of New York pursuant to  section  1008  (Jurisdiction  of  supreme  court  to  supervise  dissolution  and  liquidation).    (h) Corporations heretofore incorporated.    Any  corporation  heretofore   incorporated   under   the   membership  corporations  law  or  this  chapter,  or  under  the  stock or business  corporation law for any of the purposes set forth in  paragraph  (a)  of  this   section  may  amend  its  certificate  of  incorporation  and  be  reincorporated as a local development corporation organized  under  this  section  by  making and filing in the office of the secretary of state a  certificate, stating the name of such corporation, and, if it  has  been  changed,  the  name under which it was originally incorporated, the date  of its incorporation, the names and post-office addresses of its members  or of the holders of record of all of the  outstanding  shares  of  such  corporation  entitled  to vote with relation to the proceedings provided  for in the certificate and that such corporation has elected  to  become  and  be a local development corporation organized and operated under and  by virtue  of  this  section.  Such  certificate  shall  be  either  (1)  subscribed in person or by proxy by all of the members or the holders of  record  of all of the outstanding shares of such corporation entitled to  vote with relation  to  such  proceedings  and  shall  have  annexed  an  affidavit  of  the  secretary or an assistant secretary that the persons  who have executed the certificate, in person or by proxy, constitute all  of the members or the holders of record of all of the outstanding shares  of the corporation entitled to vote with  relation  to  the  proceedings  provided for in the certificate, or (2) subscribed by the president or a  vice  president  and  the  secretary or an assistant secretary and shall  have annexed an affidavit of such officers stating that they  have  been  authorized  to  execute  and file such certificate by the votes, cast in  person or by proxy, of all of the members or of the holders of record of  all of the outstanding shares of such corporation entitled to vote  with  relation  to  such  proceedings  at the meeting at which such votes were  cast, and that  such  votes  were  cast  at  a  meeting  of  members  or  stockholders  held  on a date specified, upon notice pursuant to section  605 (Notice of meeting of members) or to section  605  of  the  Business  Corporation Law. Every certificate filed under this paragraph shall have  endorsed  thereon  or  annexed  thereto the approval of a justice of thesupreme court of the judicial  district  in  which  the  office  of  the  corporation  is  to  be  located.  A  reincorporation  pursuant  to this  paragraph shall not effect a dissolution of the corporation,  but  shall  be  deemed  a continuation of its corporate existence, without affecting  its then existing property rights or liabilities, or the liabilities  of  its  members or officers as such, but thereafter it shall have only such  rights, powers and privileges, and be subject only to such other  duties  and  liabilities,  as  a corporation created for the same purposes under  this article.    (i)  Effect of section.    Corporations incorporated or reincorporated under this  section  shall  be  organized  and  operated  exclusively  for the purposes set forth in  paragraph (a), shall have, in addition to the powers otherwise conferred  by law, the powers conferred by paragraph (c) and shall  be  subject  to  all  the  restrictions  and  limitations  imposed  by  paragraph (e) and  paragraph (g).   In so  far  as  the  provisions  of  this  section  are  inconsistent  with  the provisions of any other law, general or special,  the provisions of this section shall be controlling as  to  corporations  incorporated or reincorporated hereunder.