Florida Senate - 2025 CS for CS for SB 312
By the Committees on Governmental Oversight and Accountability;
and Education Postsecondary; and Senators Gaetz and Harrell
585-02818-25 2025312c2
1 A bill to be entitled
2 An act relating to the Florida Institute for Human and
3 Machine Cognition, Inc.; amending s. 1004.447, F.S.;
4 requiring the board of directors of the Florida
5 Institute for Human and Machine Cognition, Inc.,
6 rather than the Board of Governors, to authorize the
7 creation of a subsidiary of the corporation; requiring
8 that the articles of incorporation of the corporation,
9 rather than of the corporation and any authorized and
10 approved subsidiary, be approved in a written
11 agreement by the Board of Governors; revising the
12 composition of the board of directors of the
13 corporation; requiring the corporation, rather than
14 the Board of Trustees of the University of West
15 Florida, to certify specified information annually to
16 the Governor and Legislature; amending s. 1004.4471,
17 F.S.; authorizing subsidiaries of the corporation to
18 enter into certain affiliation agreements; providing
19 an effective date.
20
21 Be It Enacted by the Legislature of the State of Florida:
22
23 Section 1. Paragraph (b) of subsection (1), subsection (4),
24 paragraphs (a) and (b) of subsection (5), and subsection (9) of
25 section 1004.447, Florida Statutes, are amended to read:
26 1004.447 Florida Institute for Human and Machine Cognition,
27 Inc.—
28 (1)
29 (b) The corporation is authorized to create not-for-profit
30 corporate subsidiaries that are organized under the provisions
31 of chapter 617 upon the prior approval of its board of directors
32 the Board of Governors, as necessary, to fulfill its mission.
33 (4) The articles of incorporation of the corporation or any
34 authorized and approved subsidiary must be approved in a written
35 agreement by the Board of Governors. The agreement and the
36 articles of incorporation must shall:
37 (a) Provide that the corporation and any authorized and
38 approved subsidiary shall provide equal employment opportunities
39 for all persons regardless of race, color, religion, gender,
40 national origin, age, handicap, or marital status.
41 (b) Provide that the corporation and any authorized and
42 approved subsidiary are subject to the public records and
43 meeting requirements of s. 24, Art. I of the State Constitution.
44 (c) Provide that all officers, directors, and employees of
45 the corporation and any authorized and approved subsidiary shall
46 be governed by the code of ethics for public officers and
47 employees as set forth in part III of chapter 112.
48 (d) Provide that members of the board of directors of the
49 corporation are responsible for the prudent use of all public
50 and private funds and that they will ensure that the use of
51 funds is in accordance with all applicable laws, bylaws, and
52 contractual requirements.
53 (e) Provide that the fiscal year of the corporation and any
54 authorized and approved subsidiary is from July 1 to June 30.
55 (5) The affairs of the corporation shall be managed by a
56 board of directors who shall serve without compensation. Each
57 director shall have only one vote.
58 (a) The board of directors shall consist of:
59 1. The chair of the Board of Governors or the chair’s
60 designee.
61 2. The chair of the Board of Trustees of the University of
62 West Florida or the chair’s designee.
63 3. The President of the University of West Florida or the
64 president’s designee.
65 3.4. Three state university representatives.
66 4.5. Ten Nine public representatives who are neither state
67 university employees nor state employees.
68 (b) The Governor, the President of the Senate, and the
69 Speaker of the House of Representatives shall each make one
70 initial appointment of a state university representative to the
71 board of directors. Each director who is a representative of a
72 state university shall be appointed for an initial term of 3
73 years. The Governor shall make three initial appointments of
74 public representatives to the board of directors. The President
75 of the Senate and the Speaker of the House of Representatives
76 shall each make two initial appointments of public
77 representatives to the board of directors. The chair of the
78 Board of Trustees of the University of West Florida shall make
79 two initial appointments of public representatives to the board
80 of directors. The Board of Trustees of the University of West
81 Florida shall make one appointment of a public representative to
82 the board of directors. Each director who is a representative of
83 the public shall be appointed to serve an initial term of 2
84 years.
85 (9) The corporation Board of Trustees of the University of
86 West Florida shall annually certify to the Governor, the
87 President of the Senate, the Speaker of the House of
88 Representatives, and the Board of Governors that the corporation
89 and its authorized subsidiaries are complying with the
90 requirements of this section and are acting in the best
91 interests of the state.
92 Section 2. Section 1004.4471, Florida Statutes, is amended
93 to read:
94 1004.4471 Florida Institute for Human and Machine
95 Cognition; affiliation with other universities.—The corporation
96 created pursuant to s. 1004.447(1) and any authorized and
97 approved subsidiary of the corporation may enter into
98 affiliation agreements similar to the agreement described in s.
99 1004.447(6) with the boards of trustees of other public or
100 private universities.
101 Section 3. This act shall take effect July 1, 2025.