HB 0315 2003
1	CHAMBER ACTION
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6	The Committee on Education K-20 recommends the following:
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8	Committee Substitute
9	Remove the entire bill and insert:
10	A bill to be entitled
11	An act relating to the Florida Institute for Human and
12	Machine Cognition; creating s. 1004.447, F.S.;
13	establishing the Florida Institute for Human and Machine
14	Cognition, Inc., at the University of West Florida as a
15	not-for-profit corporation; authorizing the creation of
16	corporate subsidiaries; providing for articles of
17	incorporation; providing for a board of directors;
18	requiring an agreement between the State Board of
19	Education and the corporation; requiring an affiliation
20	agreement between the corporation and the university;
21	providing for administration of the corporation by a chief
22	executive officer; providing for appointment of a council
23	of scientific advisers; providing for certification of
24	compliance; providing an effective date.
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26	Be It Enacted by the Legislature of the State of Florida:
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28	Section 1. Section 1004.447, Florida Statutes, is created
29	to read:
30	1004.447 Florida Institute for Human and Machine
31	Cognition, Inc.--
32	(1)(a) The Florida Institute for Human and Machine
33	Cognition, Inc., is established at the University of West
34	Florida as a Florida not-for-profit corporation organized under
35	the provisions of chapter 617.
36	(b) The corporation is authorized to create not-for-profit
37	corporate subsidiaries that are organized under the provisions
38	of chapter 617, upon the prior approval of the State Board of
39	Education, to fulfill its mission.
40	(c) The corporation or any authorized and approved
41	subsidiary:
42	1. Shall be a corporation primarily acting as an
43	instrumentality of the state, pursuant to s. 768.28(2), for
44	purposes of sovereign immunity.
45	2. Is not an agency within the meaning of s. 20.03(11).
46	3. Is subject to the public records and meeting
47	requirements of s. 24, Art. I of the State Constitution, chapter
48	119, and s. 286.011.
49	4. Is authorized to receive, hold, invest, and administer
50	property and any moneys acquired from private, local, state, and
51	federal sources, as well as technical and professional income
52	generated or derived from practice activities of the institute,
53	for the benefit of the institute and the fulfillment of its
54	mission.
55	5. Is authorized, in its own name, to perform all things
56	necessary to secure letters of patent, copyrights, and
57	trademarks on any work products and to enforce its rights
58	therein.
59	6. Is authorized to secure comprehensive general liability
60	protection, including professional liability protection, for the
61	not-for-profit corporation or subsidiary.
62	7. Is authorized to enter into affiliation agreements with
63	other universities or research institutes.
64	8. Is not subject to the provisions of chapter 287.
65	(d) The officers, directors, and employees of the
66	corporation or any authorized and approved subsidiary shall be
67	governed by the code of ethics for public officers and employees
68	as set forth in part III of chapter 112.
69	(e) The articles of incorporation of the corporation or
70	any authorized and approved subsidiary shall include that:
71	1. The corporation shall provide equal employment
72	opportunities for all persons regardless of race, color,
73	religion, gender, national origin, age, handicap, or marital
74	status.
75	2. The corporation is subject to the public records and
76	meeting requirements of s. 24, Art. I of the State Constitution.
77	3. All officers, directors, and employees of the
78	corporation shall be governed by the code of ethics for public
79	officers and employees as set forth in part III of chapter 112.
80	4. The members of the board of directors are responsible
81	for the prudent use of all public and private funds and that
82	they will ensure that the use of funds is in accordance with all
83	applicable laws, bylaws, or contractual requirements.
84	5. The fiscal year of the corporation and any authorized
85	and approved subsidiary is from July 1 to June 30.
86	(2)(a) The affairs of the corporation shall be managed by
87	a board of directors who shall serve without compensation.
88	(b) The board of directors shall consist of:
89	1. The chair of the State Board of Education or his or her
90	designee.
91	2. The chair of the University of West Florida Board of
92	Trustees or his or her designee.
93	3. The President of the University of West Florida or his
94	or her designee.
95	4. Three state university representatives, of whom one
96	shall be appointed by the Governor, one shall be appointed by
97	the President of the Senate, and one shall be appointed by the
98	Speaker of the House of Representatives.
99	5. Nine public representatives who are neither state
100	university employees nor state employees, of whom three shall be
101	appointed by the Governor, two shall be appointed by the
102	President of the Senate, two shall be appointed by the Speaker
103	of the House of Representatives, and two shall be appointed by
104	the chair of the University of West Florida Board of Trustees.
105	(c) Each director who is a representative of a state
106	university under subparagraph (b)4. shall be appointed for an
107	initial term of 3 years, and each director who is a
108	representative of the public under subparagraph (b)5. shall be
109	appointed to serve an initial term of 2 years.
110	(d) Upon the expiration of the initial term of a director
111	appointed under subparagraph (b)4. or subparagraph (b)5., that
112	director shall be appointed to a 3-year term by a majority vote
113	of the directors.
114	(e) Any vacancy in office of a director appointed under
115	subparagraph (b)4. or subparagraph (b)5. shall be filled for the
116	remainder of the term by majority vote of the directors.
117	(f) Any director may be reappointed.
118	(g) The chair of the board of directors shall be selected
119	by a majority vote of the directors, a quorum being present.
120	(3) The State Board of Education shall enter into an
121	agreement with the corporation that provides for:
122	(a) Approval by the State Board of Education by July 1,
123	2003, of the articles of incorporation of the corporation.
124	(b) Approval by the State Board of Education of the
125	articles of incorporation of any not-for-profit corporate
126	subsidiary created by the corporation.
127	(c) Utilization of facilities and personnel by the not-
128	for-profit corporation and its subsidiaries for mutually
129	approved teaching and research programs conducted by
130	universities or research institutes.
131	(d) Preparation of an annual postaudit of the not-for-
132	profit corporation's financial accounts and the financial
133	accounts of any subsidiaries to be conducted by an independent
134	certified public accountant. The annual audit report shall
135	include management letters and shall be submitted to the Auditor
136	General and the State Board of Education for review.
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138	In the event that the agreement between the not-for-profit
139	corporation and the State Board of Education is terminated for
140	any reason, all property, including buildings, land,
141	furnishings, equipment, and other chattels originally leased to
142	the not-for-profit corporation, as well as any subsequently
143	constructed or otherwise acquired facilities in connection with
144	the operation of the institute, automatically reverts to full
145	ownership by the University of West Florida. Such a reversionary
146	interest of the state in any and all acquired facilities of the
147	not-for-profit corporation is in furtherance of the goals of
148	this section, and such a present ownership interest by the
149	university is a continuing and insurable public interest.
150	(4) The corporation shall, by August 1, 2003, enter into
151	an affiliation agreement with the University of West Florida
152	Board of Trustees for:
153	(a) The use of or mutual provision or participation in
154	university programs or services, including, but not limited to,
155	use of the university’s moneys, facilities, furnishings,
156	equipment, other chattels, personnel, or services.
157	(b) Use of the facilities of the University of West
158	Florida, including all furnishings, equipment, and other
159	chattels used in the operation of those facilities.
160	(5) The corporation shall be administered by a chief
161	executive officer. The chief executive officer shall be
162	appointed by, and serve at the pleasure of, the board of
163	directors of the corporation. The chief executive officer shall
164	exercise the following powers and duties, subject to the
165	approval of the board of directors:
166	(a) Establish programs that fulfill the mission of the
167	institute, as one of the nation’s premier information-
168	technology-related research organizations, in research,
169	education, scientific advancement, and economic development.
170	However, the chief executive officer may not establish academic
171	programs for which academic credit is awarded, or programs that
172	culminate in the conferring of a degree, without prior approval
173	of the University of West Florida.
174	(b) Control the budget and the moneys appropriated or
175	donated to the institute from private, local, state, and federal
176	sources, as well as technical and professional income generated
177	or derived from research activities of the institute. However,
178	income generated by university faculty from research activities
179	at the institute shall be shared between the institute and the
180	university as determined by the chief executive officer and the
181	appropriate university president or the president’s designee.
182	(c) Appoint representatives of the institute to carry out
183	the research and educational activities of the institute and
184	establish the compensation, benefits, and terms of service of
185	such representatives. Representatives of the institute shall be
186	eligible to hold concurrent appointments at affiliated academic
187	institutions. University faculty shall be eligible to hold
188	concurrent appointments at the institute.
189	(d) Control the use and assignment of space and equipment
190	within the facilities.
191	(e) Create the administrative structure necessary to carry
192	out the mission of the institute.
193	(f) Annually report in writing to the Commissioner of
194	Education updates on the activities of the institute and state
195	budget allocation expenditures.
196	(g) Provide a copy of the institute's annual report to the
197	Governor and Cabinet, the President of the Senate, the Speaker
198	of the House of Representatives, the chair of the State Board of
199	Education, and the University of West Florida.
200	(h) Appoint a council of scientific advisers to the chief
201	executive officer comprised of leading researchers and
202	scientists. The council shall review programs and recommend
203	research priorities and initiatives to maximize the state's
204	investment in the institute. The board of directors shall ratify
205	the appointments of the chief executive officer to the council
206	of scientific advisers. Each member of the council shall be
207	appointed to serve a 2-year term and may be reappointed to the
208	council.
209	(6) The State Board of Education, the Auditor General, and
210	the Office of Program Policy Analysis and Government
211	Accountability shall have the authority to require and receive
212	from the not-for-profit corporation and any subsidiaries, or
213	from their independent auditor, any detail or supplemental data
214	relative to the operation of the not-for-profit corporation or
215	subsidiary.
216	(7) The State Board of Education shall annually certify to
217	the Governor, the President of the Senate, and the Speaker of
218	the House of Representatives that the corporation and any of its
219	authorized and approved subsidiaries are complying with the
220	requirements of this section and are acting in the best
221	interests of the state.
222	Section 2. This act shall take effect upon becoming a law.
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