Bill Text: HB 0077A, Engrossed 1

HB 0077A, Engrossed 1

2003

A bill to be entitled

An act relating to statewide research institutes; amending

s. 1004.43, F.S.; authorizing the establishment of for-

profit subsidiaries of the governing corporation;

prohibiting certain activities by such for profit

subsidiaries; providing that the contract with the State

Board of Education shall permit the use of lands and

facilities for research, education, treatment, prevention,

and early detection of cancer; authorizing the governing

corporation and its subsidiaries to obtain their own

property insurance coverage; providing that certain

appropriations shall be paid directly to the board of

directors of the governing corporation; changing the

appointing authority for certain members of the council of

scientific advisors; amending s. 1004.445, F.S.; renaming

the Florida Alzheimer's Center and Research Institute as

the Johnnie Bryars Byrd, Sr., Alzheimer's Center and

Research Institute; deleting obsolete language;

authorizing the establishment of for-profit subsidiaries

of the governing corporation; providing that the contract

with the State Board of Education shall permit the use of

lands and facilities for research, education, treatment,

prevention, and early detection of Alzheimer's disease;

authorizing the governing corporation and its subsidiaries

to obtain their own property insurance coverage; providing

that certain appropriations shall be paid directly to the

board of directors of the governing corporation; changing

the appointing authority for certain members of the

council of scientific advisors; providing for construction

of the act in pari materia with laws enacted during the

Regular Session of the Legislature; providing an effective

date.

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

Section 1. Section 1004.43, Florida Statutes, is amended

to read:

1004.43 H. Lee Moffitt Cancer Center and Research

Institute.--There is established the H. Lee Moffitt Cancer

Center and Research Institute at the University of South

Florida.

(1) The State Board of Education shall enter into an

agreement for the utilization of the facilities on the campus of

the University of South Florida to be known as the H. Lee

Moffitt Cancer Center and Research Institute, including all

furnishings, equipment, and other chattels used in the operation

of said facilities, with a Florida not-for-profit corporation

organized solely for the purpose of governing and operating the

H. Lee Moffitt Cancer Center and Research Institute. This not-

for-profit corporation, acting as an instrumentality of the

State of Florida, shall govern and operate the H. Lee Moffitt

Cancer Center and Research Institute in accordance with the

terms of the agreement between the State Board of Education and

the not-for-profit corporation. The not-for-profit corporation

may, with the prior approval of the State Board of Education,

create ~~not-for-profit~~corporate subsidiaries to fulfill its

mission. For profit subsidiaries of the not-for-profit

corporation shall not compete with for profit health care

providers in the delivery of radiation therapy services to

patients.The not-for-profit corporation and its subsidiaries

are authorized to receive, hold, invest, and administer property

and any moneys received from private, local, state, and federal

sources, as well as technical and professional income generated

or derived from practice activities of the institute, for the

benefit of the institute and the fulfillment of its mission. The

affairs of the corporation shall be managed by a board of

directors who shall serve without compensation. The President of

the University of South Florida and the chair of the State Board

of Education, or his or her designee, shall be directors of the

not-for-profit corporation, together with 5 representatives of

the state universities and no more than 14 nor fewer than 10

directors who are not medical doctors or state employees. Each

director shall have only one vote, shall serve a term of 3

years, and may be reelected to the board. Other than the

President of the University of South Florida and the chair of

the State Board of Education, directors shall be elected by a

majority vote of the board. The chair of the board of directors

shall be selected by majority vote of the directors.

(2) The State Board of Education shall provide in the

agreement with the not-for-profit corporation for the following:

(a) Approval of the articles of incorporation of the not-

for-profit corporation by the State Board of Education.

(b) Approval of the articles of incorporation of any not-

for-profit corporate subsidiary created by the not-for-profit

corporation.

personnel by the not-for-profit corporation and its subsidiaries

for research, education, treatment, prevention, and the early

detection of cancer andfor mutually approved teaching and

research programs conducted by the University of South Florida

or other accredited medical schools or research institutes.

(d) Preparation of an annual financial audit of the not-

for-profit corporation's accounts and records and the accounts

and records of any subsidiaries to be conducted by an

independent certified public accountant. The annual audit report

shall include a management letter, as defined in s. 11.45, and

shall be submitted to the Auditor General and the State Board of

Education. The State Board of Education, the Auditor General,

and the Office of Program Policy Analysis and Government

100

Accountability shall have the authority to require and receive

101

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

102

their independent auditor any detail or supplemental data

103

relative to the operation of the not-for-profit corporation or

104

subsidiary.

105

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

106

subsidiaries of equal employment opportunities to all persons

107

regardless of race, color, religion, sex, age, or national

108

origin.

109

(3) The State Board of Education is authorized to secure

110

comprehensive general liability protection, including

111

professional liability protection, for the not-for-profit

112

corporation and its subsidiaries pursuant to s. 1004.24. The

113

not-for-profit corporation and its subsidiaries shall be exempt

114

from any participation in any property insurance trust fund

115

established by law, including any property insurance trust fund

116

established pursuant to chapter 284, so long as the not-for-

117

profit corporation and its subsidiaries maintain property

118

insurance protection with comparable or greater coverage limits.

119

(4) In the event that the agreement between the not-for-

120

profit corporation and the State Board of Education is

121

terminated for any reason, the State Board of Education shall

122

resume governance and operation of said facilities.

123

(5) The institute shall be administered by a chief

124

executive officer who shall serve at the pleasure of the board

125

of directors of the not-for-profit corporation and who shall

126

have the following powers and duties subject to the approval of

127

the board of directors:

128

(a) The chief executive officer shall establish programs

129

which fulfill the mission of the institute in research,

130

education, treatment, prevention, and the early detection of

131

cancer; however, the chief executive officer shall not establish

132

academic programs for which academic credit is awarded and which

133

terminate in the conference of a degree without prior approval

134

of the State Board of Education.

135

(b) The chief executive officer shall have control over

136

the budget and the dollars appropriated or donated to the

137

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

138

well as technical and professional income generated or derived

139

from practice activities of the institute. However, professional

140

income generated by university faculty from practice activities

141

at the institute shall be shared between the institute and the

142

university as determined by the chief executive officer and the

143

appropriate university dean or vice president.

144

145

carry out the research, patient care, and educational activities

146

of the institute and determine compensation, benefits, and terms

147

of service. Members of the institute shall be eligible to hold

148

concurrent appointments at affiliated academic institutions.

149

University faculty shall be eligible to hold concurrent

150

appointments at the institute.

151

(d) The chief executive officer shall have control over

152

the use and assignment of space and equipment within the

153

facilities.

154

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

155

create the administrative structure necessary to carry out the

156

mission of the institute.

157

(f) The chief executive officer shall have a reporting

158

relationship to the Commissioner of Education.

159

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

160

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

161

President of the Senate, the Speaker of the House of

162

Representatives, and the chair of the State Board of Education.

163

(6) The board of directors of the not-for-profit

164

corporation shall create a council of scientific advisers to the

165

chief executive officer comprised of leading researchers,

166

physicians, and scientists. This council shall review programs

167

and recommend research priorities and initiatives so as to

168

maximize the state's investment in the institute. The council

169

shall be appointed by the board of directors of the not-for-

170

profit corporation ~~and shall include five appointees of the~~

171

~~State Board of Education~~. Each member of the council shall be

172

appointed to serve a 2-year term and may be reappointed to the

173

council.

174

(7) In carrying out the provisions of this section, the

175

not-for-profit corporation and its subsidiaries are not

176

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

177

(8)(a) Records of the not-for-profit corporation and of

178

its subsidiaries are public records unless made confidential or

179

exempt by law.

180

(b) Proprietary confidential business information is

181

confidential and exempt from the provisions of s. 119.07(1) and

182

s. 24(a), Art. I of the State Constitution. However, the Auditor

183

General, the Office of Program Policy Analysis and Government

184

Accountability, and the State Board of Education, pursuant to

185

their oversight and auditing functions, must be given access to

186

all proprietary confidential business information upon request

187

and without subpoena and must maintain the confidentiality of

188

information so received. As used in this paragraph, the term

189

"proprietary confidential business information" means

190

information, regardless of its form or characteristics, which is

191

owned or controlled by the not-for-profit corporation or its

192

subsidiaries; is intended to be and is treated by the not-for-

193

profit corporation or its subsidiaries as private and the

194

disclosure of which would harm the business operations of the

195

not-for-profit corporation or its subsidiaries; has not been

196

intentionally disclosed by the corporation or its subsidiaries

197

unless pursuant to law, an order of a court or administrative

198

body, a legislative proceeding pursuant to s. 5, Art. III of the

199

State Constitution, or a private agreement that provides that

200

the information may be released to the public; and which is

201

information concerning:

202

1. Internal auditing controls and reports of internal

203

auditors;

204

2. Matters reasonably encompassed in privileged attorney-

205

client communications;

206

3. Contracts for managed-care arrangements, including

207

preferred provider organization contracts, health maintenance

208

organization contracts, and exclusive provider organization

209

contracts, and any documents directly relating to the

210

negotiation, performance, and implementation of any such

211

contracts for managed-care arrangements;

212

4. Bids or other contractual data, banking records, and

213

credit agreements the disclosure of which would impair the

214

efforts of the not-for-profit corporation or its subsidiaries to

215

contract for goods or services on favorable terms;

216

5. Information relating to private contractual data, the

217

disclosure of which would impair the competitive interest of the

218

provider of the information;

219

6. Corporate officer and employee personnel information;

220

7. Information relating to the proceedings and records of

221

credentialing panels and committees and of the governing board

222

of the not-for-profit corporation or its subsidiaries relating

223

to credentialing;

224

8. Minutes of meetings of the governing board of the not-

225

for-profit corporation and its subsidiaries, except minutes of

226

meetings open to the public pursuant to subsection (9);

227

9. Information that reveals plans for marketing services

228

that the corporation or its subsidiaries reasonably expect to be

229

provided by competitors;

230

10. Trade secrets as defined in s. 688.002, including

231

reimbursement methodologies or rates; or

232

11. The identity of donors or prospective donors of

233

property who wish to remain anonymous or any information

234

identifying such donors or prospective donors. The anonymity of

235

these donors or prospective donors must be maintained in the

236

auditor's report.

237

238

As used in this paragraph, the term "managed care" means systems

239

or techniques generally used by third-party payors or their

240

agents to affect access to and control payment for health care

241

services. Managed-care techniques most often include one or more

242

of the following: prior, concurrent, and retrospective review of

243

the medical necessity and appropriateness of services or site of

244

services; contracts with selected health care providers;

245

financial incentives or disincentives related to the use of

246

specific providers, services, or service sites; controlled

247

access to and coordination of services by a case manager; and

248

payor efforts to identify treatment alternatives and modify

249

benefit restrictions for high-cost patient care.

250

(9) Meetings of the governing board of the not-for-profit

251

corporation and meetings of the subsidiaries of the not-for-

252

profit corporation at which the expenditure of dollars

253

appropriated to the not-for-profit corporation by the state are

254

discussed or reported must remain open to the public in

255

accordance with s. 286.011 and s. 24(b), Art. I of the State

256

Constitution, unless made confidential or exempt by law. Other

257

meetings of the governing board of the not-for-profit

258

corporation and of the subsidiaries of the not-for-profit

259

corporation are exempt from s. 286.011 and s. 24(b), Art. I of

260

the State Constitution.

261

(10) In addition to the continuing appropriation to the

262

institute provided in s. 210.20(2), any appropriation to the

263

institute provided in a general appropriations act shall be paid

264

directly to the board of directors of the not-for-profit

265

corporation by warrant drawn by the Chief Financial Officer from

266

the State Treasury.

267

Section 2. Section 1004.445, Florida Statutes, is amended

268

to read:

269

1004.445 Johnnie Bryars Byrd, Sr.,~~Florida~~Alzheimer's

270

Center and Research Institute.--

271

(1) ~~Effective July 1, 2002,~~ The Johnnie Bryars Byrd, Sr.,

272

~~Florida~~Alzheimer's Center and Research Institute is established

273

at the University of South Florida.

274

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

275

agreement for the utilization of the facilities on the campus of

276

the University of South Florida to be known as the Johnnie B.

277

Byrd, Sr.,~~Florida~~Alzheimer's Center and Research Institute,

278

including all furnishings, equipment, and other chattels used in

279

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

280

corporation organized solely for the purpose of governing and

281

operating the Johnnie Bryars Byrd, Sr.,~~Florida~~Alzheimer's

282

Center and Research Institute. This not-for-profit corporation,

283

acting as an instrumentality of the state, shall govern and

284

operate the Johnnie Bryars Byrd, Sr.,~~Florida~~Alzheimer's Center

285

and Research Institute in accordance with the terms of the

286

agreement between the State Board of Education and the not-for-

287

profit corporation. The not-for-profit corporation may, with the

288

prior approval of the State Board of Education, create ~~not-for-~~

289

~~profit~~corporate subsidiaries to fulfill its mission. The not-

290

for-profit corporation and its subsidiaries are authorized to

291

receive, hold, invest, and administer property and any moneys

292

acquired from private, local, state, and federal sources, as

293

well as technical and professional income generated or derived

294

from practice activities of the institute, for the benefit of

295

the institute and the fulfillment of its mission.

296

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

297

be managed by a board of directors who shall serve without

298

compensation. The board of directors shall consist of the

299

President of the University of South Florida and the chair of

300

the State Board of Education, or their designees, 5

301

representatives of the state universities, and no fewer than 9

302

nor more than 14 representatives of the public who are neither

303

medical doctors nor state employees. Each director who is a

304

representative of a state university or of the public shall be

305

appointed to serve a term of 3 years. The chair of the board of

306

directors shall be selected by a majority vote of the directors.

307

Each director shall have only one vote.

308

2. The initial board of directors shall consist of the

309

President of the University of South Florida and the chair of

310

the State Board of Education, or their designees; the five

311

university representatives, of whom one shall be appointed by

312

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

313

Speaker of the House of Representatives; and nine public

314

representatives, of whom three shall be appointed by the

315

Governor, three by the President of the Senate, and three by the

316

Speaker of the House of Representatives. Upon the expiration of

317

the terms of the initial appointed directors, all directors

318

subject to 3-year terms of office under this paragraph shall be

319

appointed by a majority vote of the directors and the board may

320

be expanded to include additional public representative

321

directors up to the maximum number allowed. Any vacancy in

322

office shall be filled for the remainder of the term by majority

323

vote of the directors. Any director may be reappointed.

324

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

325

agreement with the not-for-profit corporation for the following:

326

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

327

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

328

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

329

articles of incorporation of any not-for-profit corporate

330

subsidiary created by the not-for-profit corporation.

331

332

personnel by the not-for-profit corporation and its subsidiaries

333

for research, education, treatment, prevention, and the early

334

detection of Alzheimer’s disease andfor mutually approved

335

teaching and research programs conducted by the University of

336

South Florida or other accredited medical schools or research

337

institutes.

338

(d) Preparation of an annual postaudit of the not-for-

339

profit corporation's financial accounts and the financial

340

accounts of any subsidiaries to be conducted by an independent

341

certified public accountant. The annual audit report shall

342

include management letters and shall be submitted to the Auditor

343

General and the State Board of Education for review. The State

344

Board of Education, the Auditor General, and the Office of

345

Program Policy Analysis and Government Accountability shall have

346

the authority to require and receive from the not-for-profit

347

corporation and any subsidiaries, or from their independent

348

auditor, any detail or supplemental data relative to the

349

operation of the not-for-profit corporation or subsidiary.

350

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

351

subsidiaries of equal employment opportunities for all persons

352

regardless of race, color, religion, gender, age, or national

353

origin.

354

(4) The State Board of Education is authorized to secure

355

comprehensive general liability protection, including

356

professional liability protection, for the not-for-profit

357

corporation and its subsidiaries, pursuant to s. 1004.24. The

358

not-for-profit corporation and its subsidiaries shall be exempt

359

from any participation in any property insurance trust fund

360

established by law, including any property insurance trust fund

361

established pursuant to chapter 284, so long as the not-for-

362

profit corporation and its subsidiaries maintain property

363

insurance protection with comparable or greater coverage limits.

364

(5) In the event that the agreement between the not-for-

365

profit corporation and the State Board of Education is

366

terminated for any reason, the State Board of Education shall

367

assume governance and operation of the facilities.

368

(6) The institute shall be administered by a chief

369

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

370

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

371

corporation, and who shall exercise the following powers and

372

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

373

(a) The chief executive officer shall establish programs

374

that fulfill the mission of the institute in research,

375

education, treatment, prevention, and early detection of

376

Alzheimer's disease; however, the chief executive officer may

377

not establish academic programs for which academic credit is

378

awarded and which culminate in the conferring of a degree,

379

without prior approval of the State Board of Education.

380

(b) The chief executive officer shall have control over

381

the budget and the moneys appropriated or donated to the

382

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

383

well as technical and professional income generated or derived

384

from practice activities of the institute. However, professional

385

income generated by university faculty from practice activities

386

at the institute shall be shared between the institute and the

387

university as determined by the chief executive officer and the

388

appropriate university dean or vice president.

389

390

representatives of the institute to carry out the research,

391

patient care, and educational activities of the institute and

392

establish the compensation, benefits, and terms of service of

393

such representatives. Representatives of the institute shall be

394

eligible to hold concurrent appointments at affiliated academic

395

institutions. University faculty shall be eligible to hold

396

concurrent appointments at the institute.

397

(d) The chief executive officer shall have control over

398

the use and assignment of space and equipment within the

399

facilities.

400

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

401

create the administrative structure necessary to carry out the

402

mission of the institute.

403

(f) The chief executive officer shall have a reporting

404

relationship to the Commissioner of Education.

405

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

406

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

407

President of the Senate, the Speaker of the House of

408

Representatives, and the chair of the State Board of Education.

409

(7) The board of directors of the not-for-profit

410

corporation shall create a council of scientific advisers to the

411

chief executive officer comprised of leading researchers,

412

physicians, and scientists. The council shall review programs

413

and recommend research priorities and initiatives to maximize

414

the state's investment in the institute. The members of the

415

council shall be appointed by the board of directors of the not-

416

for-profit corporation~~, except for five members who shall be~~

417

~~appointed by the State Board of Education~~. Each member of the

418

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

419

reappointed to the council.

420

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

421

not-for-profit corporation and its subsidiaries are not agencies

422

within the meaning of s. 20.03(11).

423

(9) The following information is confidential and exempt

424

from the provisions of s. 119.07(1) and s. 24, Art. I of the

425

State Constitution:

426

(a) Personal identifying information relating to clients

427

of programs created or funded through the Johnnie Bryars Byrd,

428

Sr.,~~Florida~~Alzheimer's Center and Research Institute which is

429

held by the institute, University of South Florida, or State

430

Board of Education or by persons who provide services to clients

431

of programs created or funded through contracts with the Johnnie

432

Bryars Byrd, Sr.,~~Florida~~Alzheimer's Center and Research

433

Institute;

434

(b) Any medical or health records relating to patients

435

which may be created or received by the institute;

436

437

production, potential trade secrets, potentially patentable

438

material, actual trade secrets as defined in s. 688.002, or

439

proprietary information received, generated, ascertained, or

440

discovered during the course of research conducted by or through

441

the institute and business transactions resulting from such

442

research;

443

(d) The identity of a donor or prospective donor to the

444

Johnnie Bryars Byrd, Sr.,~~Florida~~Alzheimer's Center and

445

Research Institute who wishes to remain anonymous, and all

446

information identifying such donor or prospective donor;

447

(e) Any information received by the institute in the

448

performance of its duties and responsibilities which is

449

otherwise confidential and exempt by law; and

450

(f) Any information received by the institute from a

451

person from another state or nation or the Federal Government

452

which is otherwise confidential or exempt pursuant to that

453

state's or nation's laws or pursuant to federal law.

454

455

Any governmental entity that demonstrates a need to access such

456

confidential and exempt information in order to perform its

457

duties and responsibilities shall have access to such

458

information and shall otherwise keep such information

459

confidential and exempt. This section is subject to the Open

460

Government Sunset Review Act of 1995 in accordance with s.

461

119.15 and shall stand repealed on October 2, 2006, unless

462

reviewed and saved from repeal through reenactment by the

463

Legislature.

464

(10) Any appropriation to the institute provided in a

465

general appropriations act shall be paid directly to the board

466

of directors of the not-for-profit corporation by warrant drawn

467

by the Chief Financial Officer from the State Treasury.

468

Section 3. If any law amended by this act was also amended

469

by a law enacted at the 2003 Regular Session of the Legislature,

470

such laws shall be construed as if they had been enacted at the

471

same session of the Legislature, and full effect shall be given

472

to each if possible.

473

Section 4. This act shall take effect upon becoming a law.