HB 0315 2003
1	A bill to be entitled
2	An act relating to the Florida Institute of Human and
3	Machine Cognition; creating s. 1004.447, F.S.;
4	establishing the Florida Institute of Human and Machine
5	Cognition at the University of West Florida; requiring the
6	State Board of Education to enter into an agreement with a
7	not-for-profit corporation for the governance and
8	operation of the institute; providing that the corporation
9	shall act as an instrumentality of the state; authorizing
10	the creation of subsidiaries by the corporation; providing
11	powers of the corporation; providing for a board of
12	directors; providing for an annual postaudit and report;
13	authorizing the board of directors to secure liability
14	protection; providing for assumption of responsibilities
15	of the corporation by the State Board of Education under
16	certain circumstances; providing for administration of the
17	institute by a chief executive officer and providing
18	duties; requiring appointment of a council of scientific
19	advisers and providing duties; providing that the
20	corporation and its subsidiaries are not agencies within
21	the meaning of s. 20.03(11), F.S.; authorizing contracts
22	without competitive bidding; providing that the institute
23	shall be a corporation acting as an instrumentality of the
24	state for purposes of sovereign immunity; providing an
25	effective date.
26
27	Be It Enacted by the Legislature of the State of Florida:
28
29	Section 1. Section 1004.447, Florida Statutes, is created
30	to read:
31	1004.447 Florida Institute of Human and Machine
32	Cognition.--
33	(1) The Florida Institute of Human and Machine Cognition
34	is established at the University of West Florida.
35	(2)(a) The State Board of Education shall enter into an
36	agreement for the utilization of the facilities of the
37	University of West Florida to be known as the Florida Institute
38	of Human and Machine Cognition, including all furnishings,
39	equipment, and other chattels used in the operation of those
40	facilities, with a Florida not-for-profit corporation organized
41	solely for the purpose of governing and operating the Florida
42	Institute of Human and Machine Cognition. This not-for-profit
43	corporation, acting as an instrumentality of the state, shall
44	govern and operate the Florida Institute of Human and Machine
45	Cognition in accordance with the terms of the agreement between
46	the State Board of Education and the not-for-profit corporation.
47	The not-for-profit corporation may, with the prior approval of
48	the State Board of Education, create not-for-profit corporate
49	subsidiaries to fulfill its mission. The not-for-profit
50	corporation and its subsidiaries are authorized to receive,
51	hold, invest, and administer property and any moneys acquired
52	from private, local, state, and federal sources, as well as
53	technical and professional income generated or derived from
54	practice activities of the institute, for the benefit of the
55	institute and the fulfillment of its mission.
56	(b)1. The affairs of the not-for-profit corporation shall
57	be managed by a board of directors who shall serve without
58	compensation. The board of directors shall consist of the
59	President of the University of West Florida and the chair of the
60	State Board of Education, or their designees, four
61	representatives of the state universities, and no fewer than
62	nine nor more than thirteen representatives of the public who
63	are neither state university employees nor state employees. Each
64	director who is a representative of a state university or of the
65	public shall be appointed to serve a term of 3 years. The chair
66	of the board of directors shall be selected by a majority vote
67	of the directors. Each director shall have only one vote.
68	2. The initial board of directors shall consist of the
69	President of the University of West Florida and the chair of the
70	State Board of Education, or their designees; the four state
71	university representatives, of whom two shall be appointed by
72	the Governor, one by the President of the Senate, and one by the
73	Speaker of the House of Representatives; and nine public
74	representatives, of whom three shall be appointed by the
75	Governor, two by the President of the Senate, two by the Speaker
76	of the House of Representatives, and two by the chair of the
77	University of West Florida Board of Trustees. Upon the
78	expiration of the terms of the initial appointed directors, all
79	directors subject to 3-year terms of office under this paragraph
80	shall be appointed by a majority vote of the directors, and the
81	board may be expanded to include additional public
82	representative directors up to the maximum number allowed. Any
83	vacancy in office shall be filled for the remainder of the term
84	by majority vote of the directors. Any director may be
85	reappointed.
86	(3) The State Board of Education shall provide in the
87	agreement with the not-for-profit corporation for the following:
88	(a) Approval by the State Board of Education of the
89	articles of incorporation of the not-for-profit corporation.
90	(b) Approval by the State Board of Education of the
91	articles of incorporation of any not-for-profit corporate
92	subsidiary created by the not-for-profit corporation.
93	(c) Utilization of facilities and personnel by the not-
94	for-profit corporation and its subsidiaries for mutually
95	approved teaching and research programs conducted by the
96	University of West Florida or other universities or research
97	institutes.
98	(d) Preparation of an annual postaudit of the not-for-
99	profit corporation's financial accounts and the financial
100	accounts of any subsidiaries to be conducted by an independent
101	certified public accountant. The annual audit report shall
102	include management letters and shall be submitted to the Auditor
103	General and the State Board of Education for review. The State
104	Board of Education, the Auditor General, and the Office of
105	Program Policy Analysis and Government Accountability shall have
106	the authority to require and receive from the not-for-profit
107	corporation and any subsidiaries, or from their independent
108	auditor, any detail or supplemental data relative to the
109	operation of the not-for-profit corporation or subsidiary.
110	(e) Provision by the not-for-profit corporation and its
111	subsidiaries of equal employment opportunities for all persons
112	regardless of race, color, religion, gender, age, or national
113	origin.
114	(4) The board of directors is authorized to secure
115	comprehensive general liability protection, including
116	professional liability protection, for the not-for-profit
117	corporation and its subsidiaries.
118	(5) In the event that the agreement between the not-for-
119	profit corporation and the State Board of Education is
120	terminated for any reason, the State Board of Education shall
121	assume governance and operation of any institute-owned property
122	and equipment.
123	(6) The institute shall be administered by a chief
124	executive officer, who shall be appointed by and serve at the
125	pleasure of the board of directors of the not-for-profit
126	corporation and who shall exercise the following powers and
127	duties, subject to the approval of the board of directors:
128	(a) The chief executive officer shall establish programs
129	that fulfill the mission of the institute, as one of the
130	nation’s premier information-technology-related research
131	organizations, in research, education, scientific advancement,
132	and economic development. However, the chief executive officer
133	may not establish academic programs for which academic credit is
134	awarded, or programs that culminate in the conferring of a
135	degree, without prior approval of the State Board of Education
136	and the University of West Florida.
137	(b) The chief executive officer shall have control over
138	the budget and the moneys appropriated or donated to the
139	institute from private, local, state, and federal sources, as
140	well as technical and professional income generated or derived
141	from research activities of the institute. However, income
142	generated by university faculty from research activities at the
143	institute shall be shared between the institute and the
144	university as determined by the chief executive officer and the
145	appropriate university dean or vice president.
146	(c) The chief executive officer shall appoint
147	representatives of the institute to carry out the research and
148	educational activities of the institute and establish the
149	compensation, benefits, and terms of service of such
150	representatives. Representatives of the institute shall be
151	eligible to hold concurrent appointments at affiliated academic
152	institutions. University faculty shall be eligible to hold
153	concurrent appointments at the institute.
154	(d) The chief executive officer shall have control over
155	the use and assignment of space and equipment within the
156	facilities.
157	(e) The chief executive officer shall have the power to
158	create the administrative structure necessary to carry out the
159	mission of the institute.
160	(f) The chief executive officer shall annually report in
161	writing to the Commissioner of Education updates on the
162	activities of the institute and state budget allocation
163	expenditures.
164	(g) The chief executive officer shall provide a copy of
165	the institute's annual report to the Governor and Cabinet, the
166	President of the Senate, the Speaker of the House of
167	Representatives, the chair of the State Board of Education, and
168	the University of West Florida.
169	(7) The chief executive officer of the institute shall
170	appoint a council of scientific advisers to the chief executive
171	officer comprised of leading researchers and scientists. The
172	council shall review programs and recommend research priorities
173	and initiatives to maximize the state's investment in the
174	institute. The board of directors shall ratify the appointments
175	of the chief executive officer to the council of scientific
176	advisers. Each member of the council shall be appointed to serve
177	a 2-year term and may be reappointed to the council.
178	(8) In carrying out the provisions of this section, the
179	not-for-profit corporation and its subsidiaries are not agencies
180	within the meaning of s. 20.03(11).
181	(9) Notwithstanding the provisions of s. 287.057, the
182	institute and its subsidiaries may enter into contracts and
183	agreements with or without competitive bidding, in their
184	discretion.
185	(10) The institute shall be a corporation primarily acting
186	as an instrumentality of the state, pursuant to s. 768.28(2),
187	for purposes of sovereign immunity.
188	Section 2. This act shall take effect July 1, 2003.
189