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BRASIL TELECOM S.A.
CORPORATE TAXPAYERS REGISTRY 76.535.764/0001 -43
BOARD OF TRADE 53 3 0000622 - 9
PUBLICLY HELD COMPANY
Minutes of the Board of Directors Meeting,
Held on September 30, 2005
Date, Time and Place:
On the 30th of September, 2005, at 1:30 p.m., at Brasil Telecom S.A.s (Company) headquarters, in Brasília, Distrito Federal, at SIA Sul ASP Lote D, Bloco B.
Summons:
Summons made on this date pursuant to the provisions of the sole paragraph of article 27 of the Companys By-laws, on urgent basis, for the deliberation of the matters in the Days Agenda, by mail forwarded to all the members of the Board of Directors (Doc. 1).
Presence:
Messrs. Sergio Spinelli Silva Junior, Pedro Paulo Elejalde de Campos, Elemér André Surányi, Fabio de Oliveira Moser and Antonio Cardoso dos Santos. Mmes. Carmem Sylvia Motta Parkinson and Célia Beatriz P. Pacheco attended the meeting via conference call.
Meetings board:
Mr. Sergio Spinelli Silva Junior, as Chairman of the Board of Directors, assumed the position of President of the Meetings board, inviting Mr. Kevin Michael Altit to be the Secretary.
Days Agenda:
1. | Take notice of the resignation of Executive Officers; |
2. | Dismissal of the CEO; |
3. | Election of the new Senior Management; and |
4. | Summoning of the Board of Directors Meeting, seeking to ratify the resolutions adopted as of this date. |
Resolutions:
Initially, the Chairman registered the signature of the terms of office by all members of the Board of Directors, as well as the express manifestation by Board members Carmen Sylvia Motta Parkinson and Célia Beatriz P. Pacheco of their acceptance of their respective appointments to be part of the Collegiate, to be confirmed by the respective terms of office in the standard seats in the first opportunity.
Next, the Chairman thanked all of the members for their presence and comprehension, paying attention to the relevance of the urgent deliberation of the Days Agenda, mainly due to the resignation presented by some Officers.
Following to the deliberation of the Days Agenda, the Chairman registered that, immediately after he signed the term of office as member of the Board of Directors, he received resignation letters from, then Officers, Messrs. Francisco Aurélio Sampaio Santiago and Carlos Geraldo Campos Magalhães, proceeding to read such resignation letters, with copies forwarded to all other Board members (docs. 2 and 3).
Further on, the Chairman put to the vote the proposal to dismiss the Companys CEO, Mrs. Carla Cico, which was approved by the unanimity of the votes rendered, being registered the abstention of Board members Carmen Sylvia Motta Parkinson and Célia Beatriz P. Pacheco.
Moving on to the third item of the Days Agenda, the Chairman submitted a proposal to elect the new Senior Management, as follows: Ricardo Knoepfelmacher Chief Executive Officer; Francisco Aurélio Sampaio Santiago Network Officer; Luiz Francisco Tenório Perrone Human Resources Officer; Charles Laganá Putz Chief Financial Officer, accumulating the function of Investor Relations Officer.
The proposal to elect the new Senior Management was put to the vote and the matter was approved with the unanimity of the votes rendered, being registered the abstention of Board members Antonio Cardoso dos Santos, Carmen Sylvia Motta Parkinson and Célia Beatriz P. Pacheco.
Board members Mmes. Carmen Sylvia Motta Parkinson and Célia Beatriz P. Pacheco manifested their intention to register in writing their respective abstentions regarding items 2 and 3 of the Days Agenda, which shall be forwarded to the Secretary of the Meetings board as soon as possible, to be filed at the Companys headquarters.
At last, the Chairman proposed that the deliberations contained in this Minutes be ratified in a new Board of Directors Meeting, to be held on October 05, 2005, at 4:30 p.m., in Rio de Janeiro, at Av. Presidente Wilson 231 26º andar, and the proposal was approved by the unanimity of the Board members.
Closing:
With nothing further to be discussed, the Chairman closed the Meeting, drafting the present minutes, which, once read and considered in conformity, was signed by all the Boards Members. Still, the Secretary was responsible to get the signatures of Board Members Carmen Sylvia Motta Parkinson and Célia Beatriz P. Pacheco, as soon as possible.
Brasília, September 30, 2005.
Sergio Spinelli Silva Jr. |
Kevin Michael Altit |
Chairman |
Secretary |
BRASIL TELECOM S.A.
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By: |
/S/ Charles Laganá Putz
|
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Name: Charles Laganá Putz
Title: Chief Financial Officer |