Senate Bill sb1414

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    Florida Senate - 2003                                  SB 1414

    By Senator Clary





    4-980-03                                            See HB 315

  1                      A bill to be entitled

  2         An act relating to the Florida Institute of

  3         Human and Machine Cognition; creating s.

  4         1004.447, F.S.; establishing the Florida

  5         Institute of Human and Machine Cognition at the

  6         University of West Florida; requiring the State

  7         Board of Education to enter into an agreement

  8         with a not-for-profit corporation for the

  9         governance and operation of the institute;

10         providing that the corporation shall act as an

11         instrumentality of the state; authorizing the

12         creation of subsidiaries by the corporation;

13         providing powers of the corporation; providing

14         for a board of directors; providing for an

15         annual postaudit and report; authorizing the

16         board of directors to secure liability

17         protection; providing for assumption of

18         responsibilities of the corporation by the

19         State Board of Education under certain

20         circumstances; providing for administration of

21         the institute by a chief executive officer and

22         providing duties; requiring appointment of a

23         council of scientific advisers and providing

24         duties; providing that the corporation and its

25         subsidiaries are not agencies within the

26         meaning of s. 20.03(11), F.S.; authorizing

27         contracts without competitive bidding;

28         providing that the institute shall be a

29         corporation acting as an instrumentality of the

30         state for purposes of sovereign immunity;

31         providing an effective date.

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    Florida Senate - 2003                                  SB 1414
    4-980-03                                            See HB 315




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

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  3         Section 1.  Section 1004.447, Florida Statutes, is

  4  created to read:

  5         1004.447  Florida Institute of Human and Machine

  6  Cognition.--

  7         (1)  The Florida Institute of Human and Machine

  8  Cognition is established at the University of West Florida.

  9         (2)(a)  The State Board of Education shall enter into

10  an agreement for the utilization of the facilities of the

11  University of West Florida to be known as the Florida

12  Institute of Human and Machine Cognition, including all

13  furnishings, equipment, and other chattels used in the

14  operation of those facilities, with a Florida not-for-profit

15  corporation organized solely for the purpose of governing and

16  operating the Florida Institute of Human and Machine

17  Cognition. This not-for-profit corporation, acting as an

18  instrumentality of the state, shall govern and operate the

19  Florida Institute of Human and Machine Cognition in accordance

20  with the terms of the agreement between the State Board of

21  Education and the not-for-profit corporation. The

22  not-for-profit corporation may, with the prior approval of the

23  State Board of Education, create not-for-profit corporate

24  subsidiaries to fulfill its mission. The not-for-profit

25  corporation and its subsidiaries are authorized to receive,

26  hold, invest, and administer property and any moneys acquired

27  from private, local, state, and federal sources, as well as

28  technical and professional income generated or derived from

29  practice activities of the institute, for the benefit of the

30  institute and the fulfillment of its mission.

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    Florida Senate - 2003                                  SB 1414
    4-980-03                                            See HB 315




  1         (b)1.  The affairs of the not-for-profit corporation

  2  shall be managed by a board of directors who shall serve

  3  without compensation. The board of directors shall consist of

  4  the President of the University of West Florida and the chair

  5  of the State Board of Education, or their designees, four

  6  representatives of the state universities, and no fewer than

  7  nine nor more than thirteen representatives of the public who

  8  are neither state university employees nor state employees.

  9  Each director who is a representative of a state university or

10  of the public shall be appointed to serve a term of 3 years.

11  The chair of the board of directors shall be selected by a

12  majority vote of the directors. Each director shall have only

13  one vote.

14         2.  The initial board of directors shall consist of the

15  President of the University of West Florida and the chair of

16  the State Board of Education, or their designees; the four

17  state university representatives, of whom two shall be

18  appointed by the Governor, one by the President of the Senate,

19  and one by the Speaker of the House of Representatives; and

20  nine public representatives, of whom three shall be appointed

21  by the Governor, two by the President of the Senate, two by

22  the Speaker of the House of Representatives, and two by the

23  chair of the University of West Florida Board of Trustees.

24  Upon the expiration of the terms of the initial appointed

25  directors, all directors subject to 3-year terms of office

26  under this paragraph shall be appointed by a majority vote of

27  the directors, and the board may be expanded to include

28  additional public representative directors up to the maximum

29  number allowed. Any vacancy in office shall be filled for the

30  remainder of the term by majority vote of the directors. Any

31  director may be reappointed.

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    Florida Senate - 2003                                  SB 1414
    4-980-03                                            See HB 315




  1         (3)  The State Board of Education shall provide in the

  2  agreement with the not-for-profit corporation for the

  3  following:

  4         (a)  Approval by the State Board of Education of the

  5  articles of incorporation of the not-for-profit corporation.

  6         (b)  Approval by the State Board of Education of the

  7  articles of incorporation of any not-for-profit corporate

  8  subsidiary created by the not-for-profit corporation.

  9         (c)  Utilization of facilities and personnel by the

10  not-for-profit corporation and its subsidiaries for mutually

11  approved teaching and research programs conducted by the

12  University of West Florida or other universities or research

13  institutes.

14         (d)  Preparation of an annual postaudit of the

15  not-for-profit corporation's financial accounts and the

16  financial accounts of any subsidiaries to be conducted by an

17  independent certified public accountant. The annual audit

18  report shall include management letters and shall be submitted

19  to the Auditor General and the State Board of Education for

20  review. The State Board of Education, the Auditor General, and

21  the Office of Program Policy Analysis and Government

22  Accountability shall have the authority to require and receive

23  from the not-for-profit corporation and any subsidiaries, or

24  from their independent auditor, any detail or supplemental

25  data relative to the operation of the not-for-profit

26  corporation or subsidiary.

27         (e)  Provision by the not-for-profit corporation and

28  its subsidiaries of equal employment opportunities for all

29  persons regardless of race, color, religion, gender, age, or

30  national origin.

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    Florida Senate - 2003                                  SB 1414
    4-980-03                                            See HB 315




  1         (4)  The board of directors is authorized to secure

  2  comprehensive general liability protection, including

  3  professional liability protection, for the not-for-profit

  4  corporation and its subsidiaries.

  5         (5)  In the event that the agreement between the

  6  not-for-profit corporation and the State Board of Education is

  7  terminated for any reason, the State Board of Education shall

  8  assume governance and operation of any institute-owned

  9  property and equipment.

10         (6)  The institute shall be administered by a chief

11  executive officer, who shall be appointed by and serve at the

12  pleasure of the board of directors of the not-for-profit

13  corporation and who shall exercise the following powers and

14  duties, subject to the approval of the board of directors:

15         (a)  The chief executive officer shall establish

16  programs that fulfill the mission of the institute, as one of

17  the nation's premier information-technology-related research

18  organizations, in research, education, scientific advancement,

19  and economic development. However, the chief executive officer

20  may not establish academic programs for which academic credit

21  is awarded, or programs that culminate in the conferring of a

22  degree, without prior approval of the State Board of Education

23  and the University of West Florida.

24         (b)  The chief executive officer shall have control

25  over the budget and the moneys appropriated or donated to the

26  institute from private, local, state, and federal sources, as

27  well as technical and professional income generated or derived

28  from research activities of the institute. However, income

29  generated by university faculty from research activities at

30  the institute shall be shared between the institute and the

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    Florida Senate - 2003                                  SB 1414
    4-980-03                                            See HB 315




  1  university as determined by the chief executive officer and

  2  the appropriate university dean or vice president.

  3         (c)  The chief executive officer shall appoint

  4  representatives of the institute to carry out the research and

  5  educational activities of the institute and establish the

  6  compensation, benefits, and terms of service of such

  7  representatives. Representatives of the institute shall be

  8  eligible to hold concurrent appointments at affiliated

  9  academic institutions. University faculty shall be eligible to

10  hold concurrent appointments at the institute.

11         (d)  The chief executive officer shall have control

12  over the use and assignment of space and equipment within the

13  facilities.

14         (e)  The chief executive officer shall have the power

15  to create the administrative structure necessary to carry out

16  the mission of the institute.

17         (f)  The chief executive officer shall annually report

18  in writing to the Commissioner of Education updates on the

19  activities of the institute and state budget allocation

20  expenditures.

21         (g)  The chief executive officer shall provide a copy

22  of the institute's annual report to the Governor and Cabinet,

23  the President of the Senate, the Speaker of the House of

24  Representatives, the chair of the State Board of Education,

25  and the University of West Florida.

26         (7)  The chief executive officer of the institute shall

27  appoint a council of scientific advisers to the chief

28  executive officer comprised of leading researchers and

29  scientists. The council shall review programs and recommend

30  research priorities and initiatives to maximize the state's

31  investment in the institute. The board of directors shall

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    Florida Senate - 2003                                  SB 1414
    4-980-03                                            See HB 315




  1  ratify the appointments of the chief executive officer to the

  2  council of scientific advisers. Each member of the council

  3  shall be appointed to serve a 2-year term and may be

  4  reappointed to the council.

  5         (8)  In carrying out the provisions of this section,

  6  the not-for-profit corporation and its subsidiaries are not

  7  agencies within the meaning of s. 20.03(11).

  8         (9)  Notwithstanding the provisions of s. 287.057, the

  9  institute and its subsidiaries may enter into contracts and

10  agreements with or without competitive bidding, in their

11  discretion.

12         (10)  The institute shall be a corporation primarily

13  acting as an instrumentality of the state, pursuant to s.

14  768.28(2), for purposes of sovereign immunity.

15         Section 2.  This act shall take effect July 1, 2003.

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