Bill Text: HB 0315

HB 0315

2003

CHAMBER ACTION

The Committee on Appropriations recommends the following:

Committee Substitute

Remove the entire bill and insert:

A bill to be entitled

An act relating to the Florida Institute for Human and

Machine Cognition, Inc.; creating s. 1004.447, F.S.;

establishing the Florida Institute for Human and Machine

Cognition, Inc., at the University of West Florida as a

not-for-profit corporation; providing that the corporation

shall act as an instrumentality of the state; authorizing

the creation of subsidiaries by the corporation; providing

for articles of incorporation; providing powers of the

corporation; authorizing contracts without competitive

bidding; providing for a board of directors; providing for

an affiliation agreement; providing for an annual

postaudit report; authorizing the corporation to secure

liability protection; providing for assumption of

responsibilities of the corporation by the University of

West Florida under certain circumstances; providing for

administration of the institute by a chief executive

officer and providing duties; requiring appointment of a

council of scientific advisers and providing duties;

providing that the corporation and its subsidiaries are

not agencies for certain purposes; authorizing additional

affiliation agreements; providing an effective date.

Be It Enacted by the Legislature of the State of Florida:

Section 1. Section 1004.447, Florida Statutes, is created

to read:

1004.447 Florida Institute for Human and Machine

Cognition, Inc.--

(1)(a) There is created a not-for-profit corporation, to

be known as the “Florida Institute for Human and Machine

Cognition, Inc.,” which shall be registered, incorporated,

organized, and operated in compliance with chapter 617. The

Florida Institute for Human and Machine Cognition, Inc., is

established at the University of West Florida.

(b) The corporation is authorized to create not-for-profit

corporate subsidiaries that are organized under the provisions

of chapter 617 upon the prior approval of the Board of

Governors, as necessary, to fulfill its mission.

(2) The corporation and any authorized and approved

subsidiary:

(a) Shall be a corporation primarily acting as an

instrumentality of the state, pursuant to s. 768.28(2), for

purposes of sovereign immunity.

(b) Is not an agency within the meaning of s. 20.03(11).

requirements of s. 24, Art. I of the State Constitution, chapter

119, and s. 286.011.

(d) May receive, hold, invest, and administer property and

any moneys acquired from private, local, state, and federal

sources, as well as technical and professional income generated

or derived from practice activities of the institute, for the

benefit of the institute and the fulfillment of its mission.

(e) May perform all things necessary to secure letters of

patent, copyrights, and trademarks on any work products and to

enforce its rights therein. The corporation must consider

contributions by a state university and university personnel in

the development of trademarks, copyrights, and patents and shall

enter into written contracts establishing the interests of the

university and such personnel in each trademark, copyright, or

patent.

(f) May secure comprehensive general liability protection,

including professional liability protection, for the not-for-

profit corporation and its subsidiaries.

(g) May enter into affiliation agreements with other

universities or research institutes.

(h) Is not subject to the provisions of chapter 287.

(3) The officers, directors, and employees of the

corporation or any authorized and approved subsidiary shall be

governed by the code of ethics for public officers and employees

as set forth in part III of chapter 112.

(4) The articles of incorporation of the corporation or

any authorized and approved subsidiary must be approved by the

Board of Governors. The articles of incorporation shall:

(a) Provide that the corporation and any authorized and

approved subsidiary shall provide equal employment opportunities

for all persons regardless of race, color, religion, gender,

national origin, age, handicap, or marital status.

(b) Provide that the corporation and any authorized and

approved subsidiary are subject to the public records and

meeting requirements of s. 24, Art. I of the State Constitution.

the corporation and any authorized and approved subsidiary shall

be governed by the code of ethics for public officers and

employees as set forth in part III of chapter 112.

(d) Provide that members of the board of directors of the

corporation are responsible for the prudent use of all public

and private funds and that they will ensure that the use of

funds is in accordance with all applicable laws, bylaws, and

contractual requirements.

100

(e) Provide that the fiscal year of the corporation and

101

any authorized and approved subsidiary is from July 1 to June

102

30.

103

(5) The affairs of the corporation shall be managed by a

104

board of directors who shall serve without compensation. Each

105

director shall have only one vote.

106

(a) The board of directors shall consist of:

107

1. The chair of the Board of Governors or the chair’s

108

designee.

109

2. The chair of the Board of Trustees of the University of

110

West Florida or the chair’s designee.

111

3. The President of the University of West Florida or the

112

president’s designee.

113

4. Three state university representatives.

114

5. Nine public representatives who are neither state

115

university employees nor state employees.

116

(b) The Governor, the President of the Senate, and the

117

Speaker of the House of Representatives shall each make one

118

initial appointment of a state university representative to the

119

board of directors. Each director who is a representative of a

120

state university shall be appointed for an initial term of 3

121

years. The Governor shall make three initial appointments of

122

public representatives to the board of directors. The President

123

of the Senate and the Speaker of the House of Representatives

124

shall each make two initial appointments of public

125

representatives to the board of directors. The chair of the

126

Board of Trustees of the University of West Florida shall make

127

two initial appointments of public representatives to the board

128

of directors. Each director who is a representative of the

129

public shall be appointed to serve an initial term of 2 years.

130

131

appointed under paragraph (b) shall be appointed by a majority

132

vote of the directors to an additional 3-year term.

133

(d) Any vacancy in office of a director appointed under

134

paragraph (b) shall be filled for the remainder of the term by

135

majority vote of the directors.

136

(e) Any director may be reappointed by a majority vote of

137

the board of directors.

138

(f) The chair of the board of directors shall be selected

139

by a majority vote of the directors, a quorum being present.

140

(6) No later than 30 days following approval of the

141

corporation’s articles of incorporation by the Board of

142

Governors, the corporation shall enter into an affiliation

143

agreement with the Board of Trustees of the University of West

144

Florida for:

145

(a) The use or mutual provision of or participation in

146

university programs or services, including use of the

147

university's moneys, facilities, furnishings, equipment, other

148

chattels, personnel, or services.

149

(b) The use of facilities and personnel for mutually

150

approved teaching and research programs conducted by

151

universities or research institutes.

152

153

corporation's financial accounts and the financial accounts of

154

any authorized and approved subsidiary to be conducted by an

155

independent certified public accountant. The annual audit report

156

shall include management letters and be submitted to the Auditor

157

General and the Board of Governors for review.

158

(d) Use of the facilities of the University of West

159

Florida, including all furnishings, equipment, and other

160

chattels used in the operation of those facilities.

161

162

If the agreement between the corporation and the Board of

163

Trustees of the University of West Florida is terminated, all

164

property, including buildings, land, furnishings, equipment, and

165

other chattels originally leased to the corporation, as well as

166

any subsequently constructed or otherwise acquired facilities in

167

connection with the operation of the institute, automatically

168

reverts to full ownership by the University of West Florida.

169

Such a reversionary interest of the state in all after-acquired

170

facilities of the corporation is in furtherance of the goals of

171

this section, and such a present ownership interest by the

172

university is a continuing and insurable public interest.

173

(7) The corporation shall employ a chief executive officer

174

to administer the affairs of the Florida Institute for Human and

175

Machine Cognition, Inc. The chief executive officer shall be

176

appointed by and serve at the pleasure of the board of

177

directors. The chief executive officer shall exercise the

178

following powers and duties, subject to the approval of the

179

board of directors:

180

(a) Establish programs that fulfill the mission of the

181

institute, as one of the nation's premier information-

182

technology-related research organizations, in research,

183

education, scientific advancement, and economic development.

184

However, the chief executive officer may not establish academic

185

programs for which academic credit is awarded, or programs that

186

culminate in the conferring of a degree, without prior approval

187

of the University of West Florida.

188

(b) Control the budget and the moneys appropriated or

189

donated to the institute from private, local, state, and federal

190

sources, as well as technical and professional income generated

191

or derived from research activities of the institute. However,

192

income generated by university faculty from research activities

193

at the institute shall be shared between the institute and the

194

university, as determined by the chief executive officer and the

195

appropriate university president or the president's designee.

196

197

the research and educational activities of the institute and

198

establish the compensation, benefits, and terms of service of

199

such representatives. Representatives may hold concurrent

200

appointments at affiliated academic institutions. University

201

faculty may hold concurrent appointments at the institute.

202

(d) Control the use and assignment of space and equipment

203

within the facilities.

204

(e) Create the administrative structure necessary to carry

205

out the mission of the institute.

206

(f) Annually report in writing to the Commissioner of

207

Education on the activities of the institute and state budget

208

allocation expenditures.

209

(g) Provide a copy of the institute's annual report to the

210

Governor, the President of the Senate, the Speaker of the House

211

of Representatives, the chair of the Board of Governors, and the

212

University of West Florida.

213

(h) Appoint a council of scientific advisers to the chief

214

executive officer comprised of leading researchers and

215

scientists who shall review programs and recommend research

216

priorities and initiatives to maximize the state's investment in

217

the institute.

218

1. The board of directors shall ratify the appointments of

219

scientific advisers to the council.

220

2. Each member of the council shall be appointed to serve

221

a 2-year term and may be reappointed.

222

(8) The Board of Governors, the Board of Trustees of the

223

University of West Florida, the Auditor General, and the Office

224

of Program Policy Analysis and Government Accountability may

225

require and receive from the corporation and any subsidiary, or

226

from their independent auditor, any detail or supplemental data

227

relative to the operation of the corporation or subsidiary.

228

(9) The Board of Trustees of the University of West

229

Florida shall annually certify to the Governor, the President of

230

the Senate, the Speaker of the House of Representatives, and the

231

Board of Governors that the corporation and its authorized

232

subsidiaries are complying with the requirements of this section

233

and are acting in the best interests of the state.

234

Section 2. The corporation created pursuant to s.

235

1004.447(1), Florida Statutes, may enter into affiliation

236

agreements similar to the agreement described in s. 1004.447(6),

237

Florida Statutes, with the boards of trustees of other public or

238

private universities.

239

Section 3. This act shall take effect upon becoming a law.