HB 0315, Engrossed 1 2003
1	A bill to be entitled
2	An act relating to the Florida Institute for Human and
3	Machine Cognition, Inc.; creating s. 1004.447, F.S.;
4	establishing the Florida Institute for Human and Machine
5	Cognition, Inc., at the University of West Florida as a
6	not-for-profit corporation; providing that the corporation
7	shall act as an instrumentality of the state; authorizing
8	the creation of subsidiaries by the corporation; providing
9	for articles of incorporation; providing powers of the
10	corporation; authorizing contracts without competitive
11	bidding; providing for a board of directors; providing for
12	an affiliation agreement; providing for an annual
13	postaudit report; authorizing the corporation to secure
14	liability protection; providing for assumption of
15	responsibilities of the corporation by the University of
16	West Florida under certain circumstances; providing for
17	administration of the institute by a chief executive
18	officer and providing duties; requiring appointment of a
19	council of scientific advisers and providing duties;
20	providing that the corporation and its subsidiaries are
21	not agencies for certain purposes; authorizing additional
22	affiliation agreements; providing an effective date.
23
24	Be It Enacted by the Legislature of the State of Florida:
25
26	Section 1. Section 1004.447, Florida Statutes, is created
27	to read:
28	1004.447 Florida Institute for Human and Machine
29	Cognition, Inc.--
30	(1)(a) There is created a not-for-profit corporation, to
31	be known as the “Florida Institute for Human and Machine
32	Cognition, Inc.,” which shall be registered, incorporated,
33	organized, and operated in compliance with chapter 617. The
34	Florida Institute for Human and Machine Cognition, Inc., is
35	established at the University of West Florida.
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 Board of
39	Governors, as necessary, to fulfill its mission.
40	(2) The corporation and any authorized and approved
41	subsidiary:
42	(a) 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	(b) Is not an agency within the meaning of s. 20.03(11).
46	(c) Is subject to the open records and meeting
47	requirements of s. 24, Art. I of the State Constitution, chapter
48	119, and s. 286.011.
49	(d) May receive, hold, invest, and administer property and
50	any moneys acquired from private, local, state, and federal
51	sources, as well as technical and professional income generated
52	or derived from practice activities of the institute, for the
53	benefit of the institute and the fulfillment of its mission.
54	(e) May perform all things necessary to secure letters of
55	patent, copyrights, and trademarks on any work products and to
56	enforce its rights therein. The corporation must consider
57	contributions by a state university and university personnel in
58	the development of trademarks, copyrights, and patents and shall
59	enter into written contracts establishing the interests of the
60	university and such personnel in each trademark, copyright, or
61	patent.
62	(f) May secure comprehensive general liability protection,
63	including professional liability protection, for the not-for-
64	profit corporation and its subsidiaries.
65	(g) May enter into affiliation agreements with other
66	universities or research institutes.
67	(h) Is not subject to the provisions of chapter 287.
68	(3) The officers, directors, and employees of the
69	corporation or any authorized and approved subsidiary shall be
70	governed by the code of ethics for public officers and employees
71	as set forth in part III of chapter 112.
72	(4) The articles of incorporation of the corporation or
73	any authorized and approved subsidiary must be approved in a
74	written agreement by the Board of Governors. The agreement and
75	the articles of incorporation shall:
76	(a) Provide that the corporation and any authorized and
77	approved subsidiary shall provide equal employment opportunities
78	for all persons regardless of race, color, religion, gender,
79	national origin, age, handicap, or marital status.
80	(b) Provide that the corporation and any authorized and
81	approved subsidiary are subject to the public records and
82	meeting requirements of s. 24, Art. I of the State Constitution.
83	(c) Provide that all officers, directors, and employees of
84	the corporation and any authorized and approved subsidiary shall
85	be governed by the code of ethics for public officers and
86	employees as set forth in part III of chapter 112.
87	(d) Provide that members of the board of directors of the
88	corporation are responsible for the prudent use of all public
89	and private funds and that they will ensure that the use of
90	funds is in accordance with all applicable laws, bylaws, and
91	contractual requirements.
92	(e) Provide that the fiscal year of the corporation and
93	any authorized and approved subsidiary is from July 1 to June
94	30.
95	(5) The affairs of the corporation shall be managed by a
96	board of directors who shall serve without compensation. Each
97	director shall have only one vote.
98	(a) The board of directors shall consist of:
99	1. The chair of the Board of Governors or the chair’s
100	designee.
101	2. The chair of the Board of Trustees of the University of
102	West Florida or the chair’s designee.
103	3. The President of the University of West Florida or the
104	president’s designee.
105	4. Three state university representatives.
106	5. Nine public representatives who are neither state
107	university employees nor state employees.
108	(b) The Governor, the President of the Senate, and the
109	Speaker of the House of Representatives shall each make one
110	initial appointment of a state university representative to the
111	board of directors. Each director who is a representative of a
112	state university shall be appointed for an initial term of 3
113	years. The Governor shall make three initial appointments of
114	public representatives to the board of directors. The President
115	of the Senate and the Speaker of the House of Representatives
116	shall each make two initial appointments of public
117	representatives to the board of directors. The chair of the
118	Board of Trustees of the University of West Florida shall make
119	two initial appointments of public representatives to the board
120	of directors. Each director who is a representative of the
121	public shall be appointed to serve an initial term of 2 years.
122	(c) Upon the completion of the initial terms, a director
123	appointed under paragraph (b) shall be appointed by a majority
124	vote of the directors to an additional 3-year term.
125	(d) Any vacancy in office of a director appointed under
126	paragraph (b) shall be filled for the remainder of the term by
127	majority vote of the directors.
128	(e) Any director may be reappointed by a majority vote of
129	the board of directors.
130	(f) The chair of the board of directors shall be selected
131	by a majority vote of the directors, a quorum being present.
132	(6) No later than 30 days following approval of the
133	corporation’s articles of incorporation by the Board of
134	Governors, the corporation shall enter into an affiliation
135	agreement with the Board of Trustees of the University of West
136	Florida for:
137	(a) The use or mutual provision of or participation in
138	university programs or services, including use of the
139	university's moneys, facilities, furnishings, equipment, other
140	chattels, personnel, or services.
141	(b) The use of facilities and personnel for mutually
142	approved teaching and research programs conducted by
143	universities or research institutes.
144	(c) The preparation of an annual postaudit of the
145	corporation's financial accounts and the financial accounts of
146	any authorized and approved subsidiary to be conducted by an
147	independent certified public accountant. The annual audit report
148	shall include management letters and be submitted to the Auditor
149	General and the Board of Governors for review.
150	(d) Use of the facilities of the University of West
151	Florida, including all furnishings, equipment, and other
152	chattels used in the operation of those facilities.
153
154	If the agreement between the corporation and the Board of
155	Trustees of the University of West Florida is terminated, all
156	property, including buildings, land, furnishings, equipment, and
157	other chattels originally leased to the corporation, as well as
158	any subsequently constructed or otherwise acquired facilities in
159	connection with the operation of the institute, automatically
160	reverts to full ownership by the University of West Florida.
161	Such a reversionary interest of the state in all after-acquired
162	facilities of the corporation is in furtherance of the goals of
163	this section, and such a present ownership interest by the
164	university is a continuing and insurable public interest.
165	(7) The corporation shall employ a chief executive officer
166	to administer the affairs of the Florida Institute for Human and
167	Machine Cognition, Inc. The chief executive officer shall be
168	appointed by and serve at the pleasure of the board of
169	directors. The chief executive officer shall exercise the
170	following powers and duties, subject to the approval of the
171	board of directors:
172	(a) Establish programs that fulfill the mission of the
173	institute, as one of the nation's premier information-
174	technology-related research organizations, in research,
175	education, scientific advancement, and economic development.
176	However, the chief executive officer may not establish academic
177	programs for which academic credit is awarded, or programs that
178	culminate in the conferring of a degree, without prior approval
179	of the University of West Florida.
180	(b) Control the budget and the moneys appropriated or
181	donated to the institute from private, local, state, and federal
182	sources, as well as technical and professional income generated
183	or derived from research activities of the institute. However,
184	income generated by university faculty from research activities
185	at the institute shall be shared between the institute and the
186	university, as determined by the chief executive officer and the
187	appropriate university president or the president's designee.
188	(c) Appoint representatives of the institute to carry out
189	the research and educational activities of the institute and
190	establish the compensation, benefits, and terms of service of
191	such representatives. Representatives may hold concurrent
192	appointments at affiliated academic institutions. University
193	faculty may hold concurrent appointments at the institute.
194	(d) Control the use and assignment of space and equipment
195	within the facilities.
196	(e) Create the administrative structure necessary to carry
197	out the mission of the institute.
198	(f) Annually report in writing to the Commissioner of
199	Education on the activities of the institute and state budget
200	allocation expenditures.
201	(g) Provide a copy of the institute's annual report to the
202	Governor, the President of the Senate, the Speaker of the House
203	of Representatives, the chair of the Board of Governors, and the
204	University of West Florida.
205	(h) Appoint a council of scientific advisers to the chief
206	executive officer comprised of leading researchers and
207	scientists who shall review programs and recommend research
208	priorities and initiatives to maximize the state's investment in
209	the institute.
210	1. The board of directors shall ratify the appointments of
211	scientific advisers to the council.
212	2. Each member of the council shall be appointed to serve
213	a 2-year term and may be reappointed.
214	(8) The Board of Governors, the Board of Trustees of the
215	University of West Florida, the Auditor General, and the Office
216	of Program Policy Analysis and Government Accountability may
217	require and receive from the corporation and any subsidiary, or
218	from their independent auditor, any detail or supplemental data
219	relative to the operation of the corporation or subsidiary.
220	(9) The Board of Trustees of the University of West
221	Florida shall annually certify to the Governor, the President of
222	the Senate, the Speaker of the House of Representatives, and the
223	Board of Governors that the corporation and its authorized
224	subsidiaries are complying with the requirements of this section
225	and are acting in the best interests of the state.
226	Section 2. The corporation created pursuant to s.
227	1004.447(1), Florida Statutes, may enter into affiliation
228	agreements similar to the agreement described in s. 1004.447(6),
229	Florida Statutes, with the boards of trustees of other public or
230	private universities.
231	Section 3. This act shall take effect upon becoming a law.