CS/HB 179 2025
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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
that the articles of incorporation of the corporation, 8
rather than of the corporation and any autho rized and 9
approved subsidiary of the corporation, be approved in 10
a written agreement by the Board of Governors; 11
revising the composition of the board of directors of 12
the corporation; requiring the corporation, rather 13
than the Board of Trustees of the Unive rsity of West 14
Florida, to certify specified information annually to 15
the Governor, the Legislature, and the Board of 16
Governors; amending s. 1004.4471, F.S.; authorizing 17
subsidiaries of the corporation to enter into certain 18
affiliation agreements; providing an effective date. 19
20
Be It Enacted by the Legislature of the State of Florida: 21
22
Section 1. Paragraph (b) of subsection (1), subsection 23
(4), paragraphs (a) and (b) of subsection (5), and subsection 24
(9) of section 1004.447, Florida Statutes, are amend ed to read: 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
1004.447 Florida Institute for Human and Machine 26
Cognition, Inc.— 27
(1) 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 board of directors 31
the Board of Governors , as necessary, to fulfill its mission. 32
(4) The articles of incorporation of the corporation or 33
any authorized and approved subsidiary must be approved in a 34
written agreement by the Board of Governors. The agreemen t and 35
the articles of incorporation must shall: 36
(a) Provide that the corporation and any authorized and 37
approved subsidiary shall provide equal employment opportunities 38
for all persons regardless of race, color, religion, gender, 39
national origin, age, ha ndicap, or marital status. 40
(b) Provide that the corporation and any authorized and 41
approved subsidiary are subject to the public records and 42
meeting requirements of s. 24, Art. I of the State Constitution. 43
(c) Provide that all officers, directors, and employees of 44
the corporation and any authorized and approved subsidiary shall 45
be governed by the code of ethics for public officers and 46
employees as set forth in part III of chapter 112. 47
(d) Provide that members of the board of directors of the 48
corporation are responsible for the prudent use of all public 49
and private funds and that they will ensure that the use of 50
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funds is in accordance with all applicable laws, bylaws, and 51
contractual requirements. 52
(e) Provide that the fiscal year of the corporation an d 53
any authorized and approved subsidiary is from July 1 to June 54
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 sha ll 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 Pre sident 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
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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
of the Senate and the Speaker of the House of Representatives 76
shall each make two initial appointments of pub lic 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 sectio n 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
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private universities. 101
Section 3. This act shall take effect July 1, 2025. 102