Florida Senate - 2018                        COMMITTEE AMENDMENT
       Bill No. CS for SB 1314
                              LEGISLATIVE ACTION                        
                    Senate             .             House              

       Appropriations Subcommittee on Transportation, Tourism, and
       Economic Development (Brandes) recommended the following:
    1         Senate Amendment (with title amendment)
    3         Delete lines 137 - 304
    4  and insert:
    5  investment criteria focused on rate of return; allow the
    6  Institute for Commercialization of Florida Technology to use the
    7  services of highly qualified private fund managers experienced
    8  in the seed and early stage development industry in this state;
    9  outline the use, qualifications, and activities of the private
   10  management by a private fund manager of the assets of the Seed
   11  Capital Accelerator Program and the Florida Technology Seed
   12  Capital Fund investment portfolio of the Institute for
   13  Commercialization of Florida Technology venture capital industry
   14  regardless of location; facilitate the organization of the
   15  Florida Opportunity Fund as an investor in seed and early stage
   16  businesses, infrastructure projects, venture capital funds, and
   17  angel funds; and precipitate capital investment and extensions
   18  of credit to and in the Florida Opportunity Fund.
   19         (3) It is the intent of the Legislature to mobilize
   20  investment venture equity capital for investment in such a
   21  manner as to result in a significant potential to create new
   22  businesses and jobs in this state which that are based on high
   23  growth potential technologies, products, or services and which
   24  that will further diversify the economy of this state.
   25         (4) It is the intent of the Legislature to reduce the
   26  ongoing operational cost and burden of managing the Florida
   27  Technology Seed Capital Fund and the Seed Capital Accelerator
   28  Program to this state by engaging a private asset management
   29  entity in this state which is familiar with the seed and early
   30  stage investment industry in this state. This entity would be
   31  responsible for the management of the assets of the Seed Capital
   32  Accelerator Program and the Florida Technology Seed Capital Fund
   33  investment portfolio without requiring ongoing budget
   34  expenditures by this state that an institute be created to
   35  mentor, market, and attract capital to such commercialization
   36  ventures throughout the state.
   37         Section 4. Section 288.9623, Florida Statutes, is amended
   38  to read:
   39         288.9623 Definitions.—As used in ss. 288.9621-288.96255,
   40  the term ss. 288.9621-288.9625:
   41         (1) “Accelerator program” means the Seed Capital
   42  Accelerator Program managed by the institute.
   43         (2)(1) “Board” means the board of directors of the Florida
   44  Opportunity Fund.
   45         (3)(2) “Fund” means the Florida Opportunity Fund.
   46         (4) “Institute” means the Institute for Commercialization
   47  of Florida Technology.
   48         (5) “Investment portfolio” means individual or collective
   49  investment assets held under the technology fund.
   50         (6) “Net profits” means the total gross proceeds received
   51  from the sale or liquidation of an asset of the investment
   52  portfolio less any costs, legal fees, professional fees,
   53  consulting fees, government fees, brokerage fees, taxes,
   54  management fees pursuant to s. 288.9625(12)(b), disbursement to
   55  private investors pursuant to s. 288.96255(6), or other fees,
   56  costs, and expenses incurred in the sale or liquidation of any
   57  of the investment portfolio assets.
   58         (7) “Portfolio companies” means the companies who are part
   59  of the Florida Technology Seed Capital Fund investment
   60  portfolio.
   61         (8) “Private fund manager” means the private entity, or its
   62  designee, selected to manage the investment portfolio on behalf
   63  of the institute.
   64         (9) “Technology fund” means the Florida Technology Seed
   65  Capital Fund managed by the institute.
   66         Section 5. Section 288.9625, Florida Statutes, is amended
   67  to read:
   68         288.9625 Institute for the Commercialization of Florida
   69  Technology Public Research.—There is established at a public
   70  university or research center in this state the Institute for
   71  the Commercialization of Public Research.
   72         (1) The institute is shall be a nonprofit not-for-profit
   73  corporation registered, incorporated, and operated in accordance
   74  with chapter 617. The institute is not subject to control,
   75  supervision, or direction by the department in any manner,
   76  including, but not limited to, personnel, purchasing,
   77  transactions involving real or personal property, and budgetary
   78  matters.
   79         (2) The purpose of the institute is to assist in the
   80  commercialization of products developed by the research and
   81  development activities of an innovation business, including, but
   82  not limited to, those as defined in s. 288.1089; a publicly
   83  supported college, university, or research institute; or any
   84  other publicly supported organization in this state. The
   85  institute shall fulfill its purpose in the best interests of the
   86  state. The institute:
   87         (a) Is a corporation primarily acting as an instrumentality
   88  of the state pursuant to s. 768.28(2), for the purposes of
   89  sovereign immunity;
   90         (b) Is not an agency within the meaning of s. 20.03(11);
   91         (c) Is subject to the open records and meetings
   92  requirements of s. 24, Art. I of the State Constitution, chapter
   93  119, and s. 286.011;
   94         (d) Is not subject to the provisions of chapter 287;
   95         (e) Is Shall be governed by the code of ethics for public
   96  officers and employees as set forth in part III of chapter 112;
   97  and
   98         (f) May create corporate subsidiaries.;
   99         (g) Shall support existing commercialization efforts at
  100  state universities; and
  101         (h) May not supplant, replace, or direct existing
  102  technology transfer operations or other commercialization
  103  programs, including incubators and accelerators.
  104         (3) The articles of incorporation of the institute must be
  105  approved in a written agreement with the department. The
  106  agreement and the articles of incorporation shall:
  107         (a) Provide that the institute shall provide equal
  108  employment opportunities for all persons regardless of race,
  109  color, religion, gender, national origin, age, handicap, or
  110  marital status;
  111         (b) Provide that the institute is subject to the public
  112  records and meeting requirements of s. 24, Art. I of the State
  113  Constitution;
  114         (c) Provide that all officers, directors, and employees of
  115  the institute are shall be governed by the code of ethics for
  116  public officers and employees as set forth in part III of
  117  chapter 112;
  118         (d) Provide that members of the board of directors of the
  119  institute are responsible for the prudent use of all public and
  120  private funds and that they will ensure that the use of funds is
  121  in accordance with all applicable laws, bylaws, and contractual
  122  requirements; and
  123         (e) Provide that the fiscal year of the institute is from
  124  July 1 to June 30.
  125         (4) The investment-related affairs of the institute shall
  126  be managed by the private fund manager, and overseen by a board
  127  of directors who shall serve without compensation. Each director
  128  shall have only one vote. The chair of the board of directors
  129  shall be selected by a majority vote of the directors, a quorum
  130  being present. The board of directors shall consist of the
  131  following five members:
  132         (a) The executive director of the department, or the
  133  director’s designee.
  134         (b) The president of the university where the institute is
  135  located or the president’s designee unless multiple universities
  136  jointly sponsor the institute, in which case the presidents of
  137  the sponsoring universities shall agree upon a designee.
  138         (a)(c)The board of directors shall consist of three
  139  directors appointed pursuant to the procedures and requirements
  140  of this section by the Governor to 3-year staggered terms, to
  141  which the directors may be reappointed.
  142         (b) For any director appointed before July 1, 2018, the
  143  term of service for that director may continue through the end
  144  of his or her current term. The vacancy created by the
  145  expiration of such term must be filled pursuant to the
  146  procedures and requirements of this section.
  147         (c) The bylaws of the institute shall be amended
  148  accordingly by the board of directors to reflect the
  149  requirements of this section.
  150         (d) Upon vacancy, or within 90 days before an anticipated
  151  vacancy by the expiration of a term of a director, the private
  152  fund manager shall submit a list of three eligible nominees,
  153  which may include the incumbent director, to replace the
  154  outgoing director. The board of directors, voting along with the
  155  private fund manager, may appoint a director from the nominee
  156  list or may request and appoint a director from a new list of
  157  three nominees that were not included on the previous list.
  158         (e) The persons appointed as replacement directors must
  159  include persons who have expertise in the area of the selection
  160  and supervision of early stage investment managers or in the
  161  fiduciary management of investment funds and other areas of
  162  expertise as considered appropriate.
  163         (f) Directors are subject to any restrictions on conflicts
  164  of interest specified in the organizational documents and may
  165  not have a financial interest in any venture capital investment
  166  in any portfolio company.
  167         (g) Directors may be reimbursed for all reasonable,
  168  necessary, and actual expenses as determined and approved by the
  169  private fund manager pursuant to s. 112.061.
  170         (h) The institute shall have all powers granted under its
  171  organizational documents and shall indemnify its directors and
  172  the private fund manager to the broadest extent permissible
  173  under the laws of this state.
  174         (5) The board of directors shall oversee the private fund
  175  manager to ensure consistency with the Florida Capital Formation
  176  Act, perform those duties as may be delegated to it in the
  177  bylaws of the institute, and provide a copy of the
  179  ================= T I T L E  A M E N D M E N T ================
  180  And the title is amended as follows:
  181         Delete line 16
  182  and insert:
  183         Technology; specifying that the institute is not
  184         subject to control, supervision, or direction by the
  185         department; deleting provisions regarding the