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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
A bill to be entitled 1
An act relating to the Florida Institute for Human and 2
Machine Cognition, Inc.; amending s. 1004.447, F.S.; 3
requiring the board of directors of the Florida 4
Institute for Human and Machine Cognition, Inc., 5
rather than the Board of Governors, to authorize the 6
creation of a subsidiary of the corporation; requiring 7
the corporation, rather than the Board of Trustees of 8
the University of West Florida, to annually c ertify 9
specified information to the Governor and Legislature; 10
amending s. 1004.4471, F.S.; authorizing subsidiaries 11
of the corporation to enter into certain affiliation 12
agreements; amending s. 1004.4472, F.S.; conforming a 13
provision to changes made by the act; providing an 14
effective date. 15
16
Be It Enacted by the Legislature of the State of Florida: 17
18
Section 1. Section 1004.447, Florida Statutes, is amended 19
to read: 20
1004.447 Florida Institute for Human and Machine 21
Cognition, Inc.— 22
(1)(a) There is created a not-for-profit corporation, to 23
be known as the "Florida Institute for Human and Machine 24
Cognition, Inc.," which shall be registered, incorporated, 25
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
organized, and operated in compliance with chapter 617. The 26
Florida Institute for Human and Machine Cognition, Inc., is 27
established at the University of West Florida. 28
(b) The corporation is authorized to create not -for-profit 29
corporate subsidiaries that are organized under the provisions 30
of chapter 617 upon the prior approval of its the board of 31
directors Governors, as necessary, to fulfill its mission. 32
(2) The corporation and any authorized and approved not-33
for-profit subsidiary: 34
(a) Shall be a corporation primarily acting as an 35
instrumentality of the state, pursuant to s. 768.28(2), for 36
purposes of sovereign immunity. 37
(b) Is not an agency within the meaning of s. 20.03(1). 38
(c) Is subject to the open records and meeting 39
requirements of s. 24, Art. I of the State Constitution, chapter 40
119, and s. 286.011. 41
(c)(d) May receive, hold, invest, and a dminister property 42
and any moneys acquired from private, local, state, and federal 43
sources, as well as technical and professional income generated 44
or derived from practice activities of the institute, for the 45
benefit of the institute and the fulfillment of its mission. 46
(d)(e) May perform all things necessary to secure letters 47
of patent, copyrights, and trademarks on any work products and 48
to enforce its rights therein. The corporation must consider 49
contributions by a state university and university personn el in 50
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
the development of trademarks, copyrights, and patents and shall 51
enter into written contracts establishing the interests of the 52
university and such personnel in each trademark, copyright, or 53
patent. 54
(e)(f) May secure comprehensive general liability 55
protection, including professional liability protection, for the 56
not-for-profit corporation and its subsidiaries. 57
(f)(g) May enter into affiliation agreements with other 58
universities or research institutes. 59
(g)(h) Is not subject to the provisions of chapter 287. 60
(3) Records of the corporation and any authorized and 61
approved not-for-profit subsidiary are public records under 62
chapter 119 and s. 24(a), Art. I of the State Constitution, 63
unless made confidential or exempt by law. 64
(4) Meetings of the g overning board of the corporation and 65
any authorized and approved not -for-profit subsidiary must 66
remain open to the public in accordance with s. 286.011 and s. 67
24(b), Art. I of the State Constitution, unless made 68
confidential or exempt by law. 69
(5)(3) The officers, directors, and employees of the 70
corporation or any authorized and approved not-for-profit 71
subsidiary shall be governed by the code of ethics for public 72
officers and employees as set forth in part III of chapter 112. 73
(6)(4) The articles of inco rporation of the corporation or 74
any authorized and approved subsidiary must be approved in a 75
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
written agreement by the Board of Governors. The agreement and 76
the articles of incorporation shall: 77
(a) Provide that the corporation and any authorized and 78
approved not-for-profit subsidiary shall provide equal 79
employment opportunities for all persons regardless of race, 80
color, religion, gender, national origin, age, handicap, or 81
marital status. 82
(b) Provide that the corporation and any authorized and 83
approved subsidiary are subject to the public records and 84
meeting requirements of s. 24, Art. I of the State Constitution. 85
(c) Provide that all officers, directors, and employees of 86
the corporation and any authorized and approved subsidiary shall 87
be governed by the code of ethics for public officers and 88
employees as set forth in part III of chapter 112. 89
(b)(d) Provide that members of the board of directors of 90
the corporation are responsible for the prudent use of all 91
public and private funds and that they will ens ure that the use 92
of funds is in accordance with all applicable laws, bylaws, and 93
contractual requirements. 94
(c)(e) Provide that the fiscal year of the corporation and 95
any authorized and approved not-for-profit subsidiary is from 96
July 1 to June 30. 97
(7)(5) The affairs of the corporation shall be managed by 98
a board of directors who shall serve without compensation. Each 99
director shall have only one vote. 100
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
(a) The board of directors shall consist of: 101
1. The chair of the Board of Governors or the chair's 102
designee. 103
2. The chair of the Board of Trustees of the University of 104
West Florida or the chair's designee. 105
3. The President of the University of West Florida or the 106
president's designee. 107
4. Three state university representatives. 108
5. Nine public repr esentatives who are neither state 109
university employees nor state employees. 110
(b) The Governor, the President of the Senate, and the 111
Speaker of the House of Representatives shall each make one 112
initial appointment of a state university representative to the 113
board of directors. Each director who is a representative of a 114
state university shall be appointed for an initial term of 3 115
years. The Governor shall make three initial appointments of 116
public representatives to the board of directors. The President 117
of the Senate and the Speaker of the House of Representatives 118
shall each make two initial appointments of public 119
representatives to the board of directors. The chair of the 120
Board of Trustees of the University of West Florida shall make 121
two initial appointments o f public representatives to the board 122
of directors. Each director who is a representative of the 123
public shall be appointed to serve an initial term of 2 years. 124
(c) Upon the completion of the initial terms, a director 125
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appointed under paragraph (b) shall b e appointed by a majority 126
vote of the directors to an additional 3 -year term. 127
(d) Any vacancy in office of a director appointed under 128
paragraph (b) shall be filled for the remainder of the term by 129
majority vote of the directors. 130
(e) Any director may be reappointed by a majority vote of 131
the board of directors. 132
(f) The chair of the board of directors shall be selected 133
by a majority vote of the directors, a quorum being present. 134
(8)(6) No later than 30 days following approval of the 135
corporation's articles of incorporation by the Board of 136
Governors, the corporation shall enter into an affiliation 137
agreement with the Board of Trustees of the University of West 138
Florida for: 139
(a) The use or mutual provision of or participation in 140
university programs or serv ices, including use of the 141
university's moneys, facilities, furnishings, equipment, other 142
chattels, personnel, or services. 143
(b) The use of facilities and personnel for mutually 144
approved teaching and research programs conducted by 145
universities or research institutes. 146
(c) The preparation of an annual postaudit of the 147
corporation's financial accounts and the financial accounts of 148
any authorized and approved not-for-profit subsidiary to be 149
conducted by an independent certified public accountant. The 150
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
annual audit report shall include management letters and be 151
submitted to the Auditor General and the Board of Governors for 152
review. 153
(d) Use of the facilities of the University of West 154
Florida, including all furnishings, equipment, and other 155
chattels used in the operation of those facilities. 156
157
If the agreement between the corporation and the Board of 158
Trustees of the University of West Florida is terminated, all 159
property, including buildings, land, furnishings, equipment, and 160
other chattels originally leased to th e corporation, as well as 161
any subsequently constructed or otherwise acquired facilities in 162
connection with the operation of the institute, automatically 163
reverts to full ownership by the University of West Florida. 164
Such a reversionary interest of the state in all after-acquired 165
facilities of the corporation is in furtherance of the goals of 166
this section, and such a present ownership interest by the 167
university is a continuing and insurable public interest. 168
(9)(7) The corporation shall employ a chief executive 169
officer to administer the affairs of the Florida Institute for 170
Human and Machine Cognition, Inc. The chief executive officer 171
shall be appointed by and serve at the pleasure of the board of 172
directors. The chief executive officer shall exercise the 173
following powers and duties, subject to the approval of the 174
board of directors: 175
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(a) Establish programs that fulfill the mission of the 176
institute, as one of the nation's premier information -177
technology-related research organizations, in research, 178
education, scientific advancement, and economic development. 179
However, the chief executive officer may not establish academic 180
programs for which academic credit is awarded, or programs that 181
culminate in the conferring of a deg ree, without prior approval 182
of the University of West Florida. 183
(b) Control the budget and the moneys appropriated or 184
donated to the institute from private, local, state, and federal 185
sources, as well as technical and professional income generated 186
or derived from research activities of the institute. However, 187
income generated by university faculty from research activities 188
at the institute shall be shared between the institute and the 189
university, as determined by the chief executive officer and the 190
appropriate university president or the president's designee. 191
(c) Appoint representatives of the institute to carry out 192
the research and educational activities of the institute and 193
establish the compensation, benefits, and terms of service of 194
such representatives . Representatives may hold concurrent 195
appointments at affiliated academic institutions. University 196
faculty may hold concurrent appointments at the institute. 197
(d) Control the use and assignment of space and equipment 198
within the facilities. 199
(e) Create the administrative structure necessary to carry 200
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
out the mission of the institute. 201
(f) Annually report in writing to the Board of Governors 202
on the activities of the institute and state budget allocation 203
expenditures. 204
(g) Provide a copy of the institute's annual report to the 205
Governor, the President of the Senate, the Speaker of the House 206
of Representatives, the chair of the Board of Governors, and the 207
University of West Florida. 208
(h) Appoint a council of scientific advisers to the chief 209
executive officer comprised of leading researchers and 210
scientists who shall review programs and recommend research 211
priorities and initiatives to maximize the state's investment in 212
the institute. 213
1. The board of directors shall ratify the appointments of 214
scientific advisers to the council. 215
2. Each member of the council shall be appointed to serve 216
a 2-year term and may be reappointed. 217
(10)(8) The Board of Governors, the Board of Trustees of 218
the University of West Florida, the Auditor General, and the 219
Office of Program Policy Analysis and Government Accountability 220
may require and receive from the corporation and any authorized 221
and approved not-for-profit subsidiary, or from their 222
independent auditor, any detail or supplemental data relative to 223
the operation of the corporation or subsidiary. 224
(11)(9) The corporation Board of Trustees of the 225
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F L O R I D A H O U S E O F R E P R E S E N T A T I V E S
University of West Florida shall annually certify to t he 226
Governor, the President of the Senate, the Speaker of the House 227
of Representatives, and the Board of Governors that the 228
corporation and its authorized and approved not-for-profit 229
subsidiaries are complying with the requirements of this section 230
and are acting in the best interests of the state. 231
Section 2. Section 1004.4471, Florida Statutes, is amended 232
to read: 233
1004.4471 Florida Institute for Human and Machine 234
Cognition; affiliation with other universities. —The corporation 235
created pursuant to s. 100 4.447(1) and any authorized and 236
approved not-for-profit subsidiary of the corporation may enter 237
into affiliation agreements similar to the agreement described 238
in s. 1004.447(8) s. 1004.447(6) with the boards of trustees of 239
other public or private universi ties. 240
Section 3. Paragraph (b) of subsection (1) of section 241
1004.4472, Florida Statutes, is amended to read: 242
1004.4472 Florida Institute for Human and Machine 243
Cognition, Inc.; public records exemption; public meetings 244
exemption.— 245
(1) For purposes of this section, the term: 246
(b) "Subsidiary" means a not-for-profit subsidiary 247
authorized and approved by the corporation. 248
Section 4. This act shall take effect July 1, 2025. 249