STORAGE NAME: h0179.EAS DATE: 3/25/2025 1 FLORIDA HOUSE OF REPRESENTATIVES BILL ANALYSIS This bill analysis was prepared by nonpartisan committee staff and does not constitute an official statement of legislative intent. BILL #: HB 179 TITLE: Florida Institute for Human and Machine Cognition, Inc. SPONSOR(S): Andrade COMPANION BILL: CS/SB 312 (Gaetz) LINKED BILLS: None RELATED BILLS: None Committee References Education Administration Government Operations Education & Employment SUMMARY Effect of the Bill: The bill provides greater independence for The Florida Institute for Human and Machine Cognition, Inc. (IHMC) by removing the requirement that not-for-profit subsidiaries created by the IHMC be approved by the Board of Governors of the State University System. Additionally, the bill shifts responsibility for the annual certification of compliance with the statutes governing the IHMC from the Board of Trustees of the University of West Florida to the IHMC corporation. Finally, the bill clarifies that the IHMC’s subsidiaries must be not-for-profits as well as the applicability of Florida’s public records and open meetings laws to the IHMC and its subsidiaries. Fiscal or Economic Impact: None JUMP TO SUMMARY ANALYSIS RELEVANT INFORMATION BILL HISTORY ANALYSIS EFFECT OF THE BILL: The bill clarifies that The Florida Institute for Human and Machine Cognition, Inc. (IHMC) is only authorized to create not-for-profit subsidiaries. The bill removes the requirement that the Board of Governors (BOG) of the State University System (SUS) approve the created not-for-profit subsidiaries and requires, instead, that all such subsidiaries be approved by the board of directors of the IHMC corporation. The bill requires the IHMC corporation, rather than the Board of Trustees of the University of West Florida (UWF), to make the annual certification regarding compliance with the statutes governing the IHMC. The bill clarifies that Florida’s public records and open meetings laws apply to both the IHMC and any subsidiaries it creates. The bill removes the requirement that all officers, directors, and employees of the IHMC corporation and any authorized and approved subsidiary must be governed by the statutory code of ethics for public officers and employees. (Section 1). The bill authorizes an IHMC subsidiary to inter into affiliation agreements with boards of trustees of other public or private universities. (Section 2). The bill amends the definition of subsidiary used in the statutes governing the IHMC to specify that subsidiaries are not-for-profits. (Section 3) The effective date of the bill is July 1, 2025. (Section 4) JUMP TO SUMMARY ANALYSIS RELEVANT INFORMATION BILL HISTORY 2 RELEVANT INFORMATION SUBJECT OVERVIEW: The Florida Institute for Human and Machine Cognition The IHMC is a not-for-profit research institute established at the UWF and is authorized to affiliate with other Florida universities. 1 The IHMC was founded to advance research in human and machine cognition, with a focus on artificial intelligence, robotics, human performance, and information technology. Faculty and staff collaborate extensively with universities, research institutions, and private-sector partners to conduct cutting-edge scientific research. 2 The IHMC is authorized to create not-for-profit corporate subsidiaries to support its mission, provided they are approved by the BOG. 3 The corporation and its subsidiaries must comply with Florida’s public records and open meetings laws, ensuring transparency in their operations. 4 However, certain records and meetings of the IHMC and its subsidiaries are exempt from Florida’s public records and open meetings laws to protect trade secrets, patentable material, proprietary research, confidential business transactions, donor identities, and information received from government entities under confidentiality agreements, though governmental entities may access this information when necessary for official duties. 5 The IHMC and its subsidiaries are authorized to: Receive, invest, and administer funds from public and private sources, including state and federal grants, private donations, and income derived from research activities. Secure patents, trademarks, and copyrights for its research products. Obtain comprehensive general liability protection, including professional liability protection, for the corporation and its subsidiaries. Enter into affiliation agreements with universities and research organizations. 6 The Board of Trustees of UWF is responsible for annually certifying to the Governor, Legislature, and BOG that IHMC operates in compliance with state law and is acting in the best interest of the state. 7 The Board of Governors of the State University System The SUS of Florida consists of 12 public universities, 8 each governed by an individual board of trustees. The BOG is responsible for overseeing, regulating, and managing the entire SUS, 9 ensuring compliance with local, state, and federal laws that govern its institutions. 10 If the BOG determines that an institution is not in compliance with applicable laws or regulations, it has the authority to take disciplinary actions, including: Withholding state or other funding. Requiring periodic reports until compliance is achieved. Reporting noncompliance to the Legislature. 11 1 Sections 1004.447, F.S. and 1004.4471, F.S. 2 Florida Institute for Human and Machine Cognition, The IHMC Story, https://www.ihmc.us/aboutihmc/ (last visited Mar. 21, 2025). 3 Section 1004.447(1)(b), F.S. 4 Section 1004.447(2)(c), F.S. 5 Section 1004.4472, F.S. 6 Section 1004.447(2)(e)-(g), F.S. 7 Section 1004.447(9), F.S. 8 See State University System of Florida, Universities, https://www.flbog.edu/universities/ (last visited Mar. 21, 2025) (identifying 12 state universities). 9 Art. IX, s. 7(a)-(d), Fla. Const. 10 Section 1001.705(2), F.S. 11 See generally s. 1008.322(5), F.S. JUMP TO SUMMARY ANALYSIS RELEVANT INFORMATION BILL HISTORY 3 The BOG has established a regulation 12 that outlines the structure, oversight, and reporting requirements for institutes and centers within the SUS. The regulation classifies institutes and centers into three main categories: State of Florida institutes and centers, legislatively established institutes and centers, and university institutes and centers. 13 While most institutes and centers require BOG approval and oversight, certain entities, such as incorporated institutes with university affiliations, including the IHMC, are explicitly excluded from these requirements. 14 Instead, the IHMC operates as an independent not-for-profit research institute affiliated with UWF, and its governance follows specific statutory provisions. Despite this exemption, the host university, UWF, retains responsibilities related to financial oversight and compliance reporting to ensure accountability. 15 BILL HISTORY COMMITTEE REFERENCE ACTION DATE STAFF DIRECTOR/ POLICY CHIEF ANALYSIS PREPARED BY Education Administration Subcommittee Sleap Wolff Government Operations Subcommittee Education & Employment Committee 12 Board of Governors Regulation 10.015. 13 Florida Board of Governors Regulation 10.015(1)(a)-(c). 14 See id. at (1)(e). 15 Section 1004.447, F.S.