Florida Senate - 2007                      COMMITTEE AMENDMENT
    Bill No. CS for SB 2420
                        Barcode 335856
                            CHAMBER ACTION
              Senate                               House
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11  The Committee on Governmental Operations (Oelrich) recommended
12  the following amendment:
13  
14         Senate Amendment (with title amendment) 
15         Delete everything after the enacting clause
16  
17  and insert:  
18         Section 1.  Sections 288.9621, 288.9622, 288.9623,
19  288.9624, 288.9625, 288.9626, and 288.9628, Florida Statutes,
20  are created to read:
21         288.9621  Short title.--Sections 288.9621-288.9628 may
22  be cited as the "SURE Venture Capital Act."
23         288.9622  Findings and intent.--
24         (1)  The Legislature finds and declares that there is a
25  need to increase the availability of seed capital and early
26  stage venture equity capital for emerging companies in this
27  state which are commercializing state university research,
28  technology, or patents, or commercializing any other
29  state-supported research organization's technology, products,
30  or patents, including, without limitation, enterprises in life
31  sciences, information technology, advanced manufacturing
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Florida Senate - 2007 COMMITTEE AMENDMENT Bill No. CS for SB 2420 Barcode 335856 1 processes, aviation and aerospace, and homeland security and 2 defense, as well as other strategic technologies. 3 (2) It is the intent of the Legislature that ss. 4 288.9621-288.9628 serve to mobilize investment in a broad 5 variety of Florida-based, new technology companies within 6 diversified industries; retain private-sector-investment 7 criteria focused on rate of return; use the services of a 8 highly qualified manager in the venture capital industry; 9 facilitate the organization of the SURE Venture Capital Fund 10 as a coinvestor in seed and early stage companies; market 11 products developed in state universities and other publicly 12 funded entities located in this state; and precipitate capital 13 investment and extensions of credit to and in the Sure Venture 14 Capital Fund. It is the further intent of the Legislature that 15 an institute be created to mentor, market, and attract capital 16 to such commercialization ventures. 17 (3) It is the intent of the Legislature to mobilize 18 venture equity capital for investment in a manner that results 19 in a significant potential to create new businesses and jobs 20 in this state which are based on high-growth-potential 21 technologies, products, or services and which will further 22 diversify the economy of this state. 23 288.9623 Definitions.--As used in ss. 24 288.9621-288.9628: 25 (1) "Board" means the board of trustees of the SURE 26 Trust. 27 (2) "Certificate" means a contract between the trust 28 and a designated investor or lender evidencing the terms of a 29 guarantee or incentive granted to a designated investor. 30 (3) "Designated investor" means a person, other than 31 the board, who purchases an equity interest in the SURE 2 8:23 AM 03/28/07 s2420c1d-go14-k0a
Florida Senate - 2007 COMMITTEE AMENDMENT Bill No. CS for SB 2420 Barcode 335856 1 Venture Capital Fund, or who is a party to a certificate, or 2 who is a lender to the SURE Venture Capital Fund. 3 (4) "SURE Trust" or "trust" means a state beneficiary 4 public trust created under ss. 288.9621-288.9628. 5 (5) "SURE Venture Capital Fund" or "fund" means the 6 private, not-for-profit corporation in which a designated 7 investor purchases an equity interest or to which a designated 8 investor extends credit. 9 (6) "SURE Fund Board" or "directorate" means the board 10 of directors of the SURE Venture Capital Fund. 11 (7) "Tax credit" means a contingent tax credit issued 12 under ss. 288.9621-288.9628 or subsequent legislative action 13 which is available to offset tax liabilities imposed by the 14 state where the proceeds of the tax are payable to the General 15 Revenue Fund. A tax credit is not eligible to offset tax 16 liabilities imposed by a political subdivision within the 17 state. 18 288.9624 SURE Trust.-- 19 (1) PUBLIC TRUST.--The SURE Trust is created as a 20 state beneficiary public trust to be administered by the 21 board. The exercise by the board of powers conferred by ss. 22 288.9621-288-9628 is deemed and held to be the performance of 23 an essential public purpose. 24 (2) PUBLIC RECORDS AND MEETINGS.-- 25 (a) The trust is not a unit of state government or a 26 political subdivision of the state. However, the Legislature 27 declares that the trust is subject to s. 24, Art. I of the 28 State Constitution and chapter 119, relating to public 29 records, and the provisions of chapter 286 relating to public 30 meetings and records. Furthermore, all officers, trustees, and 31 employees of the trust must comply with the code of ethics for 3 8:23 AM 03/28/07 s2420c1d-go14-k0a
Florida Senate - 2007 COMMITTEE AMENDMENT Bill No. CS for SB 2420 Barcode 335856 1 public officers and employees under part III of chapter 112. 2 (b) The trust must establish at least one corporate 3 office in this state and appoint a registered agent. 4 (c) The trust may hire or contract for all personnel 5 necessary to properly execute the powers and duties bestowed 6 upon it within the funds appropriated to implement ss. 7 288.956-288.9566. Using funds appropriated to implement this 8 section, the trust may not expend more than $1 million each 9 year for personnel and necessary administrative expenditures, 10 including, but not limited to, travel and per diem, legal 11 fees, consultant's fees, rents and utilities, and audit fees. 12 (d) Subject to appropriations, Enterprise Florida, 13 Inc., shall reasonably contract to provide administrative 14 support to the trust as requested by the trust. If the trust 15 is dissolved, Enterprise Florida, Inc., becomes the trust's 16 successor in interest and assumes all rights, duties, and 17 obligations of the trust under any contract to which the trust 18 is then a party and under law. 19 (3) PURPOSE.--The trust shall be organized to receive, 20 hold, invest, administer, and disburse funds appropriated by 21 the Legislature; to receive and hold transferable tax credits; 22 to issue guarantees or pledge tax credits for guarantee of 23 funds borrowed by or invested in the SURE Venture Capital 24 Fund; and to liquidate tax credits as may be necessary to 25 effect performance on any guarantee. 26 (4) BOARD; MEMBERSHIP.--The trust shall be governed by 27 a board of trustees. 28 (a) The board of trustees shall consist of nine voting 29 trustees, of whom the Governor shall appoint three, the 30 President of the Senate shall appoint three, and the Speaker 31 of the House of Representatives shall appoint three. 4 8:23 AM 03/28/07 s2420c1d-go14-k0a
Florida Senate - 2007 COMMITTEE AMENDMENT Bill No. CS for SB 2420 Barcode 335856 1 (b) As a candidate to be selected to the board of 2 trustees, an individual must have prior experience with and 3 demonstrated expertise and competence in early stage business 4 investment, corporate management, the supervision of early 5 stage investment managers, venture capital investment, 6 management of entrepreneurial companies, the fiduciary 7 management of investment funds, or the commercialization of 8 research products. The individual must also demonstrate 9 competence with respect to the administration and management 10 of a publicly listed company, or experience and competence in 11 public accounting, auditing, and fiduciary responsibilities. A 12 trustee may not have an ownership interest in any entity to 13 which a certificate is issued or have any business 14 relationship with any investment manager hired by SURE Venture 15 Capital Fund. 16 (c) Each trustee of the board of trustees shall be 17 appointed to a term of 4 years, except that for the initial 18 appointments the Governor, the President of the Senate, and 19 the Speaker of the House of Representatives shall each appoint 20 one trustee for a term of 1 year, one trustee for a term of 2 21 years, and one trustee for a term of 4 years in order to 22 achieve staggered terms among the trustees of the board. A 23 trustee is not eligible for reappointment to the board, except 24 that a trustee appointed to an initial term of 1 year or 2 25 years may be reappointed for an additional term of 4 years, 26 and a person appointed to fill a vacancy having 2 years or 27 less remaining on the term may be reappointed for an 28 additional term of 4 years. The Governor, the President of the 29 Senate, and the Speaker of the House of Representatives shall 30 make their initial appointments to the board by October 1, 31 2007. 5 8:23 AM 03/28/07 s2420c1d-go14-k0a
Florida Senate - 2007 COMMITTEE AMENDMENT Bill No. CS for SB 2420 Barcode 335856 1 (d) The Governor, the President of the Senate, or the 2 Speaker of the House of Representatives, respectively, shall 3 fill a vacancy on the board of trustees, according to who 4 appointed the trustee whose vacancy is to be filled or whose 5 term has expired. A vacancy that occurs before the scheduled 6 expiration of the term of the trustee shall be filled for the 7 remainder of the unexpired term. A trustee whose term has 8 expired shall continue to serve until his or her replacement 9 has been appointed. 10 (e) Each trustee who is not otherwise required to file 11 financial disclosure under s. 8, Art. II of the State 12 Constitution or s. 112.3144, shall file disclosure of 13 financial interests under s. 112.3145. 14 (f)1. A trustee appointed to the board must agree to 15 refrain from having any direct interest in any contract, 16 franchise, privilege, or other benefit arising from the trust, 17 SURE Venture Capital Fund, or a project receiving investment 18 from the SURE Venture Capital Fund during the term of his or 19 her appointment and for 2 years after the termination of the 20 appointment. 21 2. If a trustee accepts a direct interest in any 22 contract, franchise, privilege, or other benefit prohibited by 23 this paragraph within 2 years after the termination of his or 24 her service on the board, the trustee commits a misdemeanor of 25 the first degree, punishable as provided in s. 775.083 or s. 26 775.084. 27 (g) A trustee may not receive compensation for his or 28 her services, but is entitled to receive reimbursement for 29 travel and per diem expenses incurred in the performance of 30 his or her duties in accordance with s. 112.061. 31 (h) A trustee is accountable for the proper 6 8:23 AM 03/28/07 s2420c1d-go14-k0a
Florida Senate - 2007 COMMITTEE AMENDMENT Bill No. CS for SB 2420 Barcode 335856 1 performance of the duties of office, and each trustee owes a 2 fiduciary duty to the people of the state to ensure that funds 3 or tax credits provided in furtherance of ss. 4 288.9621-288.9628 are disbursed and used as prescribed by law 5 and contract and in the best interests of the state. 6 (i) The Governor, the President of the Senate, or the 7 Speaker of the House of Representatives, according to which 8 officer appointed the trustee, may remove a trustee for 9 malfeasance, misfeasance, neglect of duty, incompetence, 10 permanent inability to perform official duties, unexcused 11 absence from three consecutive meetings of the board, arrest 12 or indictment for a crime that is a felony or a misdemeanor 13 involving theft or a crime of dishonesty, or pleading nolo 14 contendere to, or being found guilty of, any crime. 15 (5) ORGANIZATION; MEETINGS.-- 16 (a)1. The board of trustees shall annually elect a 17 chairperson and a vice chairperson from among the board's 18 trustees. The trustees may, by a vote of five of the nine 19 board trustees, remove a trustee from the position of 20 chairperson or vice chairperson before the expiration of his 21 or her term as chairperson or vice chairperson. His or her 22 successor shall be elected to serve for the balance of the 23 removed chairperson's or vice chairperson's term. 24 2. The chairperson is responsible for ensuring that 25 records are kept of the proceedings of the board of trustees 26 and is the custodian of all books, documents, and papers filed 27 with the board; the minutes of meetings of the board; and the 28 official seal of the trust. 29 (b)1. The board of trustees shall meet upon the call 30 of the chairperson or at the request of a majority of the 31 trustees, but not less than twice each calendar year and more 7 8:23 AM 03/28/07 s2420c1d-go14-k0a
Florida Senate - 2007 COMMITTEE AMENDMENT Bill No. CS for SB 2420 Barcode 335856 1 frequently if necessary to promptly act on a request for a 2 matched investment. 3 2. A majority of the voting trustees of the board 4 constitutes a quorum. Except as otherwise provided in this 5 section, the board may take official action by a majority vote 6 of the trustees present at any meeting at which a quorum is 7 present. Trustees may not vote by proxy. 8 3. A trustee may participate in a meeting of the board 9 by telephone or videoconference through which each trustee may 10 hear every other trustee. 11 (6) POWERS AND DUTIES.--The trust shall be organized 12 to receive and hold transferable tax credits; to issue 13 guarantees or pledge tax credits for guarantee of funds 14 borrowed by or invested in the SURE Venture Capital Fund; to 15 liquidate tax credits as may be necessary to effect 16 performance on any guarantee; and to receive, hold, invest, 17 administer, and disburse funds appropriated by the 18 Legislature. The trust shall disburse any income generated 19 from the investment of these funds consistent with the purpose 20 and provisions of ss. 288.9621-288.9628 and: 21 (a) May make and enter into contracts and assume any 22 other functions that are necessary to carry out the purpose of 23 the trust. 24 (b) May enter into leases and contracts for the 25 purchase of real and personal property and execute notes, 26 mortgages, guarantees, or security agreements to secure the 27 performance of a contract or certificate. 28 (c) May perform all acts and things necessary or 29 convenient to carry out the powers expressly granted in ss. 30 288.9621-288.9628 and perform on a contract or certificate 31 agreement entered into between the trust and a designated 8 8:23 AM 03/28/07 s2420c1d-go14-k0a
Florida Senate - 2007 COMMITTEE AMENDMENT Bill No. CS for SB 2420 Barcode 335856 1 investor. 2 (d) May make expenditures from funds provided by this 3 state, including any necessary administrative expenditures 4 consistent with its powers. 5 (e) Shall indemnify, and purchase and maintain 6 insurance on behalf of, trustees, officers, and employees of 7 the trust against any personal liability or accountability. 8 (f) Shall disburse funds under this section and any 9 contract entered into between the trust and a designated 10 investor. 11 (g) Shall receive and review reports and financial 12 documentation provided by a SURE Venture Capital Fund to 13 ensure compliance with ss. 288.9621-288.9626 and a 14 certificate. 15 (h) Shall prepare an annual report as prescribed in 16 subsection (8). 17 (i) May accept gifts, grants, donations, in-kind 18 services, or other goods and services for carrying out its 19 purposes. 20 (6) INVESTMENT OF FUNDS.--The trust must enter into an 21 agreement with the State Board of Administration under which 22 funds received by the trust which are not disbursed must be 23 invested by the State Board of Administration on behalf of the 24 trust. Funds shall be invested in suitable instruments 25 authorized under s. 215.47 and specified in investment 26 guidelines established and agreed to by the State Board of 27 Administration and the trust. 28 (7) ANNUAL REPORT.--By December 1 of each year, the 29 trust shall prepare a report of the activities and outcomes of 30 the trust and submit the report to the Governor, the President 31 of the Senate, and the Speaker of the House of 9 8:23 AM 03/28/07 s2420c1d-go14-k0a
Florida Senate - 2007 COMMITTEE AMENDMENT Bill No. CS for SB 2420 Barcode 335856 1 Representatives. The report, at a minimum, must include: 2 (a) An accounting of the amount of grants and 3 proposals awarded and disbursed during the preceding fiscal 4 year by project and university and the value of certificates 5 issued the previous fiscal year and the total certificates 6 outstanding. 7 (b) Information concerning the amount and nature of 8 economic activity in this state generated through university 9 and other state-supported research projects receiving funding 10 from the trust. 11 (c) Project summaries of the information reported by 12 grant recipients in paragraph (b). 13 (d) A description of the benefits to this state 14 resulting from the trust program, including the number of 15 businesses created, associated industries started, and the 16 growth of related research projects. 17 (e) Independently audited financial statements, 18 including statements that show receipts and expenditures 19 during the preceding fiscal year for personnel, 20 administration, and operational costs of the trust. 21 (f) A description of those projects supported by the 22 trust in which two or more universities are working 23 cooperatively to avoid duplicating activities, programs, and 24 functions and to leverage the expertise offered by other 25 universities. 26 (g) A description of any sale of tax certificates 27 which is reasonably anticipated by the board to meet its 28 certificate obligations. 29 (8) LIABILITY.--The appropriation or disbursement of 30 funds under this section does not constitute a debt, 31 liability, or obligation of the state or any political 10 8:23 AM 03/28/07 s2420c1d-go14-k0a
Florida Senate - 2007 COMMITTEE AMENDMENT Bill No. CS for SB 2420 Barcode 335856 1 subdivision thereof, or a pledge of the faith and credit of 2 the state or of any political subdivision. 3 (9) ACTIVITIES.--The board may engage consultants, 4 expend funds, invest funds, contract, bond or insure against 5 loss, provide guarantees or other incentives, hold 6 transferable tax credits, sell tax credits, or enter into any 7 financial or other transaction or perform any other act 8 necessary to carry out its purpose under ss. 9 288.9621-288.9628. 10 (10) TAX CREDITS.--The board, in conjunction with the 11 Department of Revenue, shall develop a system for registration 12 of any tax credits received by the trust and transferred under 13 ss. 288.9621-288.9628. The board shall also create a system of 14 documentation that permits verification that any tax credit 15 claimed upon a tax return is validly held by the person 16 claiming such tax credit and properly taken in the year of 17 claim and that any transfers of the tax credit are made in 18 accordance with the requirements of ss. 288.9621-288.9628. 19 (11) EMPLOYEES.--If the board elects to hire 20 employees, such persons shall be selected by the board based 21 upon knowledge and leadership in the field for which the 22 person performs services for the board. The board shall charge 23 fees for its guarantees to designated investors or for other 24 services such that the board's operations may be conducted 25 without subsequent legislative appropriation. 26 288.9625 Issuance of tax credits.-- 27 (1) The trust shall receive and hold for the purposes 28 of ss. 288.9621-288.9628 tax credits that may be used to 29 reduce any tax liability imposed by the state under chapter 30 212, chapter 220, s. 624.509, or s. 624.510. The total amount 31 of tax credits issued and transferred to the trust is $50 11 8:23 AM 03/28/07 s2420c1d-go14-k0a
Florida Senate - 2007 COMMITTEE AMENDMENT Bill No. CS for SB 2420 Barcode 335856 1 million. The tax credits shall be transferable by the board as 2 provided in this section if such transferred tax credit is not 3 exercisable before July 1, 2012, or after July 1, 2037. 4 (2) The board may transfer and sell tax credits solely 5 for the purpose of fulfilling, in whole or in part, any 6 certificate obligation issued by the board. The board shall 7 immediately notify the Governor, the President of the Senate, 8 the Speaker of the House of Representatives, and the 9 Department of Revenue, in writing, if any tax credit is 10 transferred. The board shall be notified immediately of any 11 transfers of tax credits by persons or businesses other than 12 the board and shall notify the Department of Revenue, in 13 writing, of such transfers. 14 (3)(a) The board shall ensure that no more than $15 15 million in tax credits is transferred, which may be claimed 16 and used to reduce taxes payable to the General Revenue Fund 17 for any single state fiscal year. The board shall clearly 18 indicate upon the face of the document transferring the tax 19 credit the principal amount of the tax credit and the state 20 fiscal year or years during which the credit may be claimed. 21 (b) Tax credits may be transferred in increments of no 22 less than $100,000. A copy of the document transferring the 23 tax credit shall be transmitted to the executive director of 24 the Department of Revenue, who shall allow the credit to be 25 claimed against tax liabilities of the person or business 26 consistent with the terms appearing in the transfer document. 27 (4) If the tax liabilities of the taxpayer are 28 insufficient to exhaust the tax credit for which the taxpayer 29 is eligible, the balance of the tax credit may be refunded by 30 the state. If a tax credit granted under this section is not 31 claimed in the year designated for claiming the credit on the 12 8:23 AM 03/28/07 s2420c1d-go14-k0a
Florida Senate - 2007 COMMITTEE AMENDMENT Bill No. CS for SB 2420 Barcode 335856 1 transfer document, any return for the year in which the credit 2 was eligible to be claimed may be amended to claim the credit 3 within the time specified by ss. 95.091 and 215.26. 4 (5) Persons or businesses to which tax credits under 5 this section are transferred shall retain documentation 6 supporting eligibility to claim the tax credits and evidence 7 of the transfer of the tax credits, if applicable, until the 8 time provided to audit the tax returns on which the tax 9 credits were claimed has passed. 10 (6) The Department of Revenue, in conjunction with the 11 board, may adopt rules governing the manner and form of 12 documentation required to claim tax credits granted or 13 transferred under this section and may establish guidelines as 14 to the requisites for an affirmative showing of qualification 15 for tax credits granted or transferred under this section. 16 (7) An insurance company claiming a credit against 17 premium tax liability under this section is not required to 18 pay any additional retaliatory tax levied pursuant to s. 19 624.5091 as a result of claiming such credit. Because credits 20 under this section are available to an insurance company, s. 21 624.5091 does not limit such credit in any manner. 22 (8) Any original sale of tax credits by the board 23 shall be by competitive bidding unless the sale is for the 24 full face value of the credits. 25 288.9626 SURE Venture Capital Fund.-- 26 (1)(a) At the request of the board, Enterprise 27 Florida, Inc., shall facilitate the creation of the SURE 28 Venture Capital Fund, a private, not-for-profit corporation 29 organized and operated under chapter 617. Enterprise Florida, 30 Inc., shall be the corporation's sole shareholder or member. 31 The corporation is not a public corporation or instrumentality 13 8:23 AM 03/28/07 s2420c1d-go14-k0a
Florida Senate - 2007 COMMITTEE AMENDMENT Bill No. CS for SB 2420 Barcode 335856 1 of the state. 2 (b) The purpose of the SURE Venture Capital Fund is to 3 select an early stage venture capital investment advisor, 4 negotiate for investment capital or loan proceeds from 5 private, institutional, or banking sources having the benefit 6 of guarantees from the SURE Trust, and coinvest capital in 7 companies in this state which are accepted into or promoted by 8 the Institute for the Commercialization of Public Research. 9 The fund shall manage its business affairs and conduct 10 business consistent with its organizational documents and the 11 purposes set forth in this section. Notwithstanding the powers 12 granted under chapter 617, the corporation may not amend, 13 modify, or repeal a bylaw or article of incorporation without 14 the express written consent of Enterprise Florida, Inc. 15 (2)(a) The vice chair of Enterprise Florida, Inc., 16 shall select from among its sitting board of directors a 17 five-person appointment committee. The appointment committee 18 shall select five initial members of a board of directors for 19 the fund. 20 (b) The persons elected to the initial board of 21 directors by the appointment committee shall include persons 22 who have expertise in the area of the selection and 23 supervision of early stage investment managers or in the 24 fiduciary management of investment funds and other areas of 25 expertise as considered appropriate by the appointment 26 committee. 27 (c) After election of the initial board of directors, 28 vacancies on the board shall be filled by vote of the board of 29 directors of Enterprise Florida, Inc., and board members shall 30 serve terms as provided in the fund's organizational 31 documents. 14 8:23 AM 03/28/07 s2420c1d-go14-k0a
Florida Senate - 2007 COMMITTEE AMENDMENT Bill No. CS for SB 2420 Barcode 335856 1 (d) Members of the board are subject to any 2 restrictions on conflicts of interest specified in the 3 organizational documents and may not have an interest in any 4 venture capital investment selected by the corporation under 5 ss. 288.9621-288.9628. 6 (3) The board shall organize the SURE Venture Capital 7 Fund, select an early stage venture capital investment 8 manager, negotiate the terms of a contract with the SURE 9 Venture Capital Fund investment manager, execute the contract 10 with the selected venture capital investment fund manager on 11 behalf of the SURE Venture Capital Fund, manage the business 12 affairs of the SURE Venture Capital Fund, such as accounting, 13 audit, insurance, and related requirements, solicit and 14 negotiate the terms, contract for and receive investment 15 capital and loan proceeds with the assistance of the 16 investment manager and with certificates of guarantee from the 17 SURE Trust, receive investment returns, pay investors and 18 debtors, and reinvest the investment returns in the fund in 19 order to provide additional venture capital investments 20 designed to result in a significant potential to create new 21 businesses and jobs in this state and further diversify the 22 economy of this state. 23 (4) Upon organization, the board shall conduct a 24 national solicitation for investment plan proposals from 25 qualified venture capital investment managers for the raising 26 and investing of capital by the SURE Venture Capital Fund. Any 27 proposed investment plan must address the applicant's level of 28 experience, quality of management, investment philosophy and 29 process, provability of success in fundraising, prior 30 investment fund results, and plan for achieving the purposes 31 of this act. The board shall select only venture capital 15 8:23 AM 03/28/07 s2420c1d-go14-k0a
Florida Senate - 2007 COMMITTEE AMENDMENT Bill No. CS for SB 2420 Barcode 335856 1 investment managers having demonstrated expertise in the 2 management of and investment in companies. 3 (5) A member of the board of directors shall receive 4 no compensation for his or her services, but is entitled to 5 receive reimbursement for necessary expenses, including travel 6 and per diem expenses, incurred in the performance of his or 7 her duties. 8 (6) The fund shall have all powers granted under its 9 organizational documents and shall indemnify members to the 10 broadest extent permissible under the laws of this state. 11 (7)(a) The fund may negotiate any and all terms and 12 conditions for its investments. 13 (b) The fund shall invest directly only in companies 14 in this state which are accepted into or promoted by the 15 Institute for the Commercialization of Public Research. The 16 fund shall invest only if additional private capital is 17 invested in an amount equal to or greater than the investment 18 of the fund, only if the fund's reasonable due diligence 19 determines that the company is viable and has prospects for 20 profitable operations, and only if the company has manifested 21 its intent to remain located in this state. Not more than 15 22 percent of the fund's accessible capital may be invested in 23 one company project. 24 (8) If the fund is liquidated or has returned all 25 capital to designated investors in accordance with contractual 26 agreements, or if the guarantee capacity of the corporation, 27 at the sole discretion of the board, is sufficient for 28 additional certificates, a new funding of the SURE Venture 29 Capital Fund may be implemented for subsequent venture capital 30 investments. If the board takes exception to an additional 31 funding, such additional funding may be implemented only 16 8:23 AM 03/28/07 s2420c1d-go14-k0a
Florida Senate - 2007 COMMITTEE AMENDMENT Bill No. CS for SB 2420 Barcode 335856 1 without the benefit of certificates from the board. 2 (9) The directorate shall issue an annual report 3 concerning the activities conducted by the SURE Venture 4 Capital Fund and present the report to the SURE Trust no later 5 than November 15 for inclusion in the board's report to the 6 the Governor, the President of the Senate, and the Speaker of 7 the House of Representatives. The annual report must include, 8 but need not be limited to, a copy of the independent audit of 9 the fund, the number of investments made or committed during 10 the fiscal year, the amount of debt or capital in or committed 11 to the fund for which certificates have been issued by the 12 board, and a general description of the companies receiving 13 investment by the fund and their associated industry. 14 288.9628 Institute for the Commercialization of Public 15 Research.--There is established the Institute for the 16 Commercialization of Public Research. 17 (1) The institute shall be a not-for-profit 18 corporation registered, incorporated, and operated in 19 accordance with chapter 617. 20 (2) The purpose of the institute is to assist in the 21 commercialization of products developed by the research and 22 development activities of publicly supported universities and 23 colleges, research institutes, and other publicly supported 24 organizations within the state. The institute shall operate to 25 fulfill its purpose and in the best interests of the state. 26 The institute: 27 (a) Shall be a corporation primarily acting as an 28 instrumentality of the state, pursuant to s. 768.28(2), for 29 the purposes of sovereign immunity; 30 (b) Is not an agency within the meaning of s. 31 20.03(11); 17 8:23 AM 03/28/07 s2420c1d-go14-k0a
Florida Senate - 2007 COMMITTEE AMENDMENT Bill No. CS for SB 2420 Barcode 335856 1 (c) Is subject to the open records and meetings 2 requirements of s. 24, Art. I of the State Constitution, 3 chapter 119, and s. 286.011; 4 (d) Is not subject to the provisions of chapter 287; 5 (e) Shall be governed by the code of ethics for public 6 officers and employees as set forth in part III of chapter 7 112; and 8 (f) Is not authorized to create corporate 9 subsidiaries. 10 (2) The articles of incorporation of the institute 11 must be approved in a written agreement with Enterprise 12 Florida, Inc. The agreement and the articles of incorporation 13 shall: 14 (a) Provide that the corporation shall provide equal 15 employment opportunities for all persons regardless of race, 16 color, religion, gender, national origin, age, handicap, or 17 marital status; 18 (b) Provide that the corporation is subject to the 19 public records and meeting requirements of s. 24, Art. I of 20 the State Constitution; 21 (c) Provide that all officers, directors, and 22 employees of the corporation shall be governed by the code of 23 ethics for public officers and employees as set forth in part 24 III of chapter 112; 25 (d) Provide that members of the board of directors of 26 the corporation are responsible for the prudent use of all 27 public and private funds and that they will ensure that the 28 use of funds is in accordance with all applicable laws, 29 bylaws, and contractual requirements; and 30 (e) Provide that the fiscal year of the corporation is 31 from July 1 to June 30. 18 8:23 AM 03/28/07 s2420c1d-go14-k0a
Florida Senate - 2007 COMMITTEE AMENDMENT Bill No. CS for SB 2420 Barcode 335856 1 (3) The affairs of the corporation shall be managed by 2 a board of directors who shall serve without compensation. 3 Each director shall have only one vote. The chair of the board 4 of directors shall be selected by a majority vote of the 5 directors, a quorum being present. The board of directors 6 shall consist of the following five members: 7 (a) The chair of Enterprise Florida, Inc., or the 8 chair's designee. 9 (b) The president of the university where the 10 institute is located or the president's designee. 11 (c) Three directors appointed by the Governor to 12 3-year staggered terms, to which directors may be reappointed. 13 (4) The board shall provide a copy of the institute's 14 annual report to the Governor, the President of the Senate, 15 the Speaker of the House of Representatives, Enterprise 16 Florida, Inc., and the president of the university at which 17 the institute is located. 18 (5) Enterprise Florida, Inc., the president and the 19 board of trustees of the university where the institute is 20 located, the Auditor General, and the Office of Program Policy 21 Analysis and Government Accountability may require and receive 22 from the institute or its independent auditor any detail or 23 supplemental data relative to the operation of the 24 corporation. 25 (6) Enterprise Florida, Inc., shall issue a request 26 for proposals to public universities in Florida requesting 27 proposals to fulfill the purposes of the institute as 28 described in this section and provide for its physical 29 location in a major metropolitan area of the state having 30 extensive commercial air service to facilitate access by 31 Venture Capital providers. Enterprise Florida, Inc., shall 19 8:23 AM 03/28/07 s2420c1d-go14-k0a
Florida Senate - 2007 COMMITTEE AMENDMENT Bill No. CS for SB 2420 Barcode 335856 1 review the proposals in a committee appointed by its board of 2 directors which shall make a recommendation for final 3 selection. Final approval of the selected proposal must be by 4 the board of directors of Enterprise Florida, Inc., at one of 5 its duly noticed meetings. 6 (a) To be eligible for assistance, the company or 7 organization attempting to commercialize its product must be 8 accepted by the institute before receiving the institute's 9 assistance. 10 (b) The institute shall receive recommendations from 11 any publicly supported organization that a company that is 12 commercializing the research, technology, or patents from a 13 qualifying publicly supported organization should be accepted 14 into the institute. 15 (c) The institute shall thereafter review the business 16 plans and technology information of each such recommended 17 company. If accepted, the institute shall mentor the company, 18 develop marketing information on the company, and use its 19 resources to attract capital investment into the company, as 20 well as bring other resources to the company which may foster 21 its effective management, growth, capitalization, technology 22 protection, marketing or business success. 23 (7) The institute shall: 24 (a) Maintain a centralized location to showcase 25 companies and their technologies and products; 26 (b) Develop an efficient process to inventory and 27 publicize companies and products that have been accepted by 28 the institute for commercialization; 29 (c) Routinely communicate with private investors and 30 venture capital organizations regarding the investment 31 opportunities in its showcased companies; 20 8:23 AM 03/28/07 s2420c1d-go14-k0a
Florida Senate - 2007 COMMITTEE AMENDMENT Bill No. CS for SB 2420 Barcode 335856 1 (d) Facilitate meetings between prospective investors 2 and eligible organizations in the institute; 3 (e) Hire full-time staff who understand relevant 4 technologies needed to market companies to the angel investors 5 and venture capital investment community; 6 (f) Operate within an allocated annual budget of $1 7 million or less; and 8 (g) Develop cooperative relationships with publicly 9 supported organizations all of which work together to provide 10 resources or special knowledge that is likely to be helpful to 11 institute companies. 12 (8) The institute may not develop or accrue any 13 ownership, royalty, patent, or other such rights over or 14 interest in companies or products in the institute and shall 15 maintain the secrecy of proprietary information. 16 (9) The institute may not charge for services rendered 17 to state universities and affiliated organizations, community 18 colleges, or state agencies. 19 Section 2. The nonrecurring sum of $700,000 is 20 appropriated from the General Revenue Fund to the SURE Venture 21 Capital Fund and the nonrecurring sum of $300,000 is 22 appropriated to the SURE Trust for the purpose of initiating 23 activities necessary to implement its responsibilities under 24 this act for the 2007-2008 fiscal year. 25 Section 3. The nonrecurring sum of $100,000 is 26 appropriated to Enterprise Florida and the nonrecurring sum of 27 $900,000 is appropriated from the General Revenue Fund to the 28 Institute for the Commercialization of Public Research for the 29 purpose of initiating activities necessary to implement its 30 responsibilities under this act for the 2007-2008 fiscal year. 31 Section 4. This act shall take effect July 1, 2007. 21 8:23 AM 03/28/07 s2420c1d-go14-k0a
Florida Senate - 2007 COMMITTEE AMENDMENT Bill No. CS for SB 2420 Barcode 335856 1 ================ T I T L E A M E N D M E N T =============== 2 And the title is amended as follows: 3 Delete everything before the enacting clause 4 5 and insert: 6 A bill to be entitled 7 An act relating to venture capital funds; 8 creating s. 288.9621, F.S.; providing a short 9 title; creating s. 288.9622, F.S.; providing 10 legislative findings and intent; creating s. 11 288.9623, F.S.; providing definitions; creating 12 s. 288.9624, F.S.; creating the SURE Trust as a 13 state beneficiary public trust; requiring 14 Enterprise Florida, Inc., to provide 15 administrative support to the trust and be its 16 successor in interest; providing for 17 administration by a board of trustees; 18 providing for appointment of board trustees; 19 providing for terms; providing for service 20 without compensation; providing for 21 reimbursement for travel and per diem expenses; 22 providing criteria for trustees; providing 23 powers and duties of trustees; providing for 24 hiring employees; providing for meetings of the 25 board; creating s. 288.9625, F.S.; authorizing 26 the trust to receive, hold, use, transfer, and 27 sell certain tax credits for certain purposes; 28 providing requirements and limitations; 29 authorizing the Department of Revenue to adopt 30 rules for certain purposes; creating s. 31 288.9626, F.S.; requiring Enterprise Florida, 22 8:23 AM 03/28/07 s2420c1d-go14-k0a
Florida Senate - 2007 COMMITTEE AMENDMENT Bill No. CS for SB 2420 Barcode 335856 1 Inc., to facilitate establishment of the SURE 2 Venture Capital Fund; specifying criteria of 3 the fund; providing for appointment of a board 4 of trustees selection committee; providing for 5 selection of a board of directors of the fund 6 by Enterprise Florida, Inc.; specifying 7 criteria; providing for terms and requirements 8 of the directors; providing purposes of the 9 fund; providing duties and responsibilities of 10 the fund; authorizing the fund to charge a 11 management fee for certain purposes; providing 12 for reimbursement for travel and other direct 13 expenses; providing for powers of the fund; 14 providing investment requirements for the fund; 15 requiring the board of directors to issue an 16 annual report on the activities of the fund; 17 providing report requirements; creating s. 18 288.9628, F.S.; creating the Institute for the 19 Commercialization of Public Research; providing 20 that the institute is a not-for-profit 21 corporation; providing that the purpose of the 22 institute is to commercialize the products of 23 public research; providing for membership of 24 the board of directors; requiring the institute 25 to provide data to certain entities; providing 26 responsibilities of the institute; prohibiting 27 the institute from having any interest in any 28 product supported by the institute; providing 29 appropriations; providing an effective date. 30 31 23 8:23 AM 03/28/07 s2420c1d-go14-k0a