(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.