ENROLLED HB 0315, Engrossed 1 2003 Legislature
   
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.