SENATE AMENDMENT
    Bill No. CS for SB 2212
    Amendment No. ___   Barcode 471936
                            CHAMBER ACTION
              Senate                               House
                                   .                    
                                   .                    
 1                  WD/2R          .                    
       04/30/2003 06:23 PM         .                    
 2                                 .                    
                                   .                    
 3                                 .                    
                                   .                    
 4  ______________________________________________________________
 5  
 6  
 7  
 8  
 9  
10  ______________________________________________________________
11  Senator Clary moved the following amendment:
12  
13         Senate Amendment (with title amendment) 
14         On page 9, between lines 17 and 18,
15  
16  insert:  
17         Section 2.  Section 1004.447, Florida Statutes, is
18  created to read:
19         1004.447  Florida Institute for Human and Machine
20  Cognition, Inc.--
21         (1)(a)  There is created a not-for-profit corporation,
22  to be known as the "Florida Institute for Human and Machine
23  Cognition, Inc.,  which shall be registered, incorporated,
24  organized, and operated in compliance with chapter 617. The
25  Florida Institute for Human and Machine Cognition, Inc., is
26  established at the University of West Florida.
27         (b)  The corporation is authorized to create
28  not-for-profit corporate subsidiaries that are organized under
29  the provisions of chapter 617 upon the prior approval of the
30  Board of Governors, as necessary, to fulfill its mission.
31         (2)  The corporation and any authorized and approved
                                  1
    4:57 PM   04/30/03                              s2212c1c-04j02

SENATE AMENDMENT Bill No. CS for SB 2212 Amendment No. ___ Barcode 471936 1 subsidiary: 2 (a) Shall be a corporation primarily acting as an 3 instrumentality of the state, pursuant to s. 768.28(2), for 4 purposes of sovereign immunity. 5 (b) Is not an agency within the meaning of s. 6 20.03(11). 7 (c) Is subject to the open records and meeting 8 requirements of s. 24, Art. I of the State Constitution, 9 chapter 119, and s. 286.011. 10 (d) May receive, hold, invest, and administer property 11 and any moneys acquired from private, local, state, and 12 federal sources, as well as technical and professional income 13 generated or derived from practice activities of the 14 institute, for the benefit of the institute and the 15 fulfillment of its mission. 16 (e) May perform all things necessary to secure letters 17 of patent, copyrights, and trademarks on any work products and 18 to enforce its rights therein. The corporation must consider 19 contributions by a state university and university personnel 20 in the development of trademarks, copyrights, and patents and 21 shall enter into written contracts establishing the interests 22 of the university and such personnel in each trademark, 23 copyright, or patent. 24 (f) May secure comprehensive general liability 25 protection, including professional liability protection, for 26 the not-for-profit corporation and its subsidiaries. 27 (g) May enter into affiliation agreements with other 28 universities or research institutes. 29 (h) Is not subject to the provisions of chapter 287. 30 (3) The officers, directors, and employees of the 31 corporation or any authorized and approved subsidiary shall be 2 4:57 PM 04/30/03 s2212c1c-04j02
SENATE AMENDMENT Bill No. CS for SB 2212 Amendment No. ___ Barcode 471936 1 governed by the code of ethics for public officers and 2 employees as set forth in part III of chapter 112. 3 (4) The articles of incorporation of the corporation 4 or any authorized and approved subsidiary must be approved in 5 a written agreement by the Board of Governors. The agreement 6 and the articles of incorporation shall: 7 (a) Provide that the corporation and any authorized 8 and approved subsidiary shall provide equal employment 9 opportunities for all persons regardless of race, color, 10 religion, gender, national origin, age, handicap, or marital 11 status. 12 (b) Provide that the corporation and any authorized 13 and approved subsidiary are subject to the public records and 14 meeting requirements of s. 24, Art. I of the State 15 Constitution. 16 (c) Provide that all officers, directors, and 17 employees of the corporation and any authorized and approved 18 subsidiary shall be governed by the code of ethics for public 19 officers and employees as set forth in part III of chapter 20 112. 21 (d) Provide that members of the board of directors of 22 the corporation are responsible for the prudent use of all 23 public and private funds and that they will ensure that the 24 use of funds is in accordance with all applicable laws, 25 bylaws, and contractual requirements. 26 (e) Provide that the fiscal year of the corporation 27 and any authorized and approved subsidiary is from July 1 to 28 June 30. 29 (5) The affairs of the corporation shall be managed by 30 a board of directors who shall serve without compensation. 31 Each director shall have only one vote. 3 4:57 PM 04/30/03 s2212c1c-04j02
SENATE AMENDMENT Bill No. CS for SB 2212 Amendment No. ___ Barcode 471936 1 (a) The board of directors shall consist of: 2 1. The chair of the Board of Governors or the chair s 3 designee. 4 2. The chair of the Board of Trustees of the 5 University of West Florida or the chair s designee. 6 3. The President of the University of West Florida or 7 the president s designee. 8 4. Three state university representatives. 9 5. Nine public representatives who are neither state 10 university employees nor state employees. 11 (b) The Governor, the President of the Senate, and the 12 Speaker of the House of Representatives shall each make one 13 initial appointment of a state university representative to 14 the board of directors. Each director who is a representative 15 of a state university shall be appointed for an initial term 16 of 3 years. The Governor shall make three initial appointments 17 of public representatives to the board of directors. The 18 President of the Senate and the Speaker of the House of 19 Representatives shall each make two initial appointments of 20 public representatives to the board of directors. The chair of 21 the Board of Trustees of the University of West Florida shall 22 make two initial appointments of public representatives to the 23 board of directors. Each director who is a representative of 24 the public shall be appointed to serve an initial term of 2 25 years. 26 (c) Upon the completion of the initial terms, a 27 director appointed under paragraph (b) shall be appointed by a 28 majority vote of the directors to an additional 3-year term. 29 (d) Any vacancy in office of a director appointed 30 under paragraph (b) shall be filled for the remainder of the 31 term by majority vote of the directors. 4 4:57 PM 04/30/03 s2212c1c-04j02
SENATE AMENDMENT Bill No. CS for SB 2212 Amendment No. ___ Barcode 471936 1 (e) Any director may be reappointed by a majority vote 2 of the board of directors. 3 (f) The chair of the board of directors shall be 4 selected by a majority vote of the directors, a quorum being 5 present. 6 (6) No later than 30 days following approval of the 7 corporation s articles of incorporation by the Board of 8 Governors, the corporation shall enter into an affiliation 9 agreement with the Board of Trustees of the University of West 10 Florida for: 11 (a) The use or mutual provision of or participation in 12 university programs or services, including use of The 13 university's moneys, facilities, furnishings, equipment, other 14 chattels, personnel, or services. 15 (b) The use of facilities and personnel for mutually 16 approved teaching and research programs conducted by 17 universities or research institutes. 18 (c) The preparation of an annual postaudit of the 19 corporation's financial accounts and the financial accounts of 20 any authorized and approved subsidiary to be conducted by an 21 independent certified public accountant. The annual audit 22 report shall include management letters and be submitted to 23 the Auditor General and the Board of Governors for review. 24 (d) Use of the facilities of the University of West 25 Florida, including all furnishings, equipment, and other 26 chattels used in the operation of those facilities. 27 If the agreement between the corporation and the Board 28 of Trustees of the University of West Florida is terminated, 29 all property, including buildings, land, furnishings, 30 equipment, and other chattels originally leased to the 31 corporation, as well as any subsequently constructed or 5 4:57 PM 04/30/03 s2212c1c-04j02
SENATE AMENDMENT Bill No. CS for SB 2212 Amendment No. ___ Barcode 471936 1 otherwise acquired facilities in connection with the operation 2 of the institute, automatically reverts to full ownership by 3 the University of West Florida. Such a reversionary interest 4 of the state in all after-acquired facilities of the 5 corporation is in furtherance of the goals of this section, 6 and such a present ownership interest by the university is a 7 continuing and insurable public interest. 8 (7) The corporation shall employ a chief executive 9 officer to administer the affairs of the Florida Institute for 10 Human and Machine Cognition, Inc. The chief executive officer 11 shall be appointed by and serve at the pleasure of the board 12 of directors. The chief executive officer shall exercise the 13 following powers and duties, subject to the approval of the 14 board of directors: 15 (a) Establish programs that fulfill the mission of the 16 institute, as one of the nation's premier 17 information-technology-related research organizations, in 18 research, education, scientific advancement, and economic 19 development. However, the chief executive officer may not 20 establish academic programs for which academic credit is 21 awarded, or programs that culminate in the conferring of a 22 degree, without prior approval of the University of West 23 Florida. 24 (b) Control the budget and the moneys appropriated or 25 donated to the institute from private, local, state, and 26 federal sources, as well as technical and professional income 27 generated or derived from research activities of the 28 institute. However, income generated by university faculty 29 from research activities at the institute shall be shared 30 between the institute and the university, as determined by the 31 chief executive officer and the appropriate university 6 4:57 PM 04/30/03 s2212c1c-04j02
SENATE AMENDMENT Bill No. CS for SB 2212 Amendment No. ___ Barcode 471936 1 president or the president's designee. 2 (c) Appoint representatives of the institute to carry 3 out the research and educational activities of the institute 4 and establish the compensation, benefits, and terms of service 5 of such representatives. Representatives may hold concurrent 6 appointments at affiliated academic institutions. University 7 faculty may hold concurrent appointments at the institute. 8 (d) Control the use and assignment of space and 9 equipment within the facilities. 10 (e) Create the administrative structure necessary to 11 carry out the mission of the institute. 12 (f) Annually report in writing to the Commissioner of 13 Education on the activities of the institute and state budget 14 allocation expenditures. 15 (g) Provide a copy of the institute's annual report to 16 the Governor, the President of the Senate, the Speaker of the 17 House of Representatives, the chair of the Board of Governors, 18 and the University of West Florida. 19 (h) Appoint a council of scientific advisers to the 20 chief executive officer comprised of leading researchers and 21 scientists who shall review programs and recommend research 22 priorities and initiatives to maximize the state's investment 23 in the institute. 24 1. The board of directors shall ratify the 25 appointments of scientific advisers to the council. 26 2. Each member of the council shall be appointed to 27 serve a 2-year term and may be reappointed. 28 (8) The Board of Governors, the Board of Trustees of 29 the University of West Florida, the Auditor General, and the 30 Office of Program Policy Analysis and Government 31 Accountability may require and receive from the corporation 7 4:57 PM 04/30/03 s2212c1c-04j02
SENATE AMENDMENT Bill No. CS for SB 2212 Amendment No. ___ Barcode 471936 1 and any subsidiary, or from their independent auditor, any 2 detail or supplemental data relative to the operation of the 3 corporation or subsidiary. 4 (9) The Board of Trustees of the University of West 5 Florida shall annually certify to the Governor, the President 6 of the Senate, the Speaker of the House of Representatives, 7 and the Board of Governors that the corporation and its 8 authorized subsidiaries are complying with the requirements of 9 this section and are acting in the best interests of the 10 state. 11 Section 3. The corporation created pursuant to s. 12 1004.447(1), Florida Statutes, may enter into affiliation 13 agreements similar to the agreement described in s. 14 1004.447(6), Florida Statutes, with the boards of trustees of 15 other public or private universities. 16 17 (Redesignate subsequent sections.) 18 19 20 ================ T I T L E A M E N D M E N T =============== 21 And the title is amended as follows: 22 On page 1, line 17, after the semicolon 23 24 insert: 25 creating s. 1004.447, F.S.; establishing the 26 Florida Institute for Human and Machine 27 Cognition, Inc., at the University of West 28 Florida as a not-for-profit corporation; 29 providing that the corporation shall act as an 30 instrumentality of the state; authorizing the 31 creation of subsidiaries by the corporation; 8 4:57 PM 04/30/03 s2212c1c-04j02
SENATE AMENDMENT Bill No. CS for SB 2212 Amendment No. ___ Barcode 471936 1 providing for articles of incorporation; 2 providing powers of the corporation; 3 authorizing contracts without competitive 4 bidding; providing for a board of directors; 5 providing for an affiliation agreement; 6 providing for an annual postaudit report; 7 authorizing the corporation to secure liability 8 protection; providing for assumption of 9 responsibilities of the corporation by the 10 University of West Florida under certain 11 circumstances; providing for administration of 12 the institute by a chief executive officer and 13 providing duties; requiring appointment of a 14 council of scientific advisers and providing 15 duties; providing that the corporation and its 16 subsidiaries are not agencies for certain 17 purposes; authorizing additional affiliation 18 agreements; 19 20 21 22 23 24 25 26 27 28 29 30 31 9 4:57 PM 04/30/03 s2212c1c-04j02