NY Not for Profit Corp L § 1411 (2021)
2021 New York Laws NPC - Not-For-Profit Corporation Article 14 - Special Not-for-Profit Corporations 1411 - Local Development Corporations.

§ 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.