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SECTION 1411
Local development corporations
Not-for-Profit Corporation (NPC) CHAPTER 35, ARTICLE 14
§ 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 charitable 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 job
development 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 the
supreme 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.