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Investor Relations | |
(55 61) 3415-1140 | |
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Free Translation
Date, Time and Place:
On the 31st of January, 2006, at 11:00 a.m., in the city and state of São Paulo, at Av. Brigadeiro Faria Lima, nº 2055, 15º andar.
Summons:
Summons made pursuant to the provisions of the sole paragraph of article 27 of Brasil Telecom S.A.s (BT or Company) By-laws, by the Chairman of BTs Board of Directors, Mr. Sergio Spinelli Silva Junior, on January 20, 2006.
Presence:
The following members of the Companys Board of Directors were present: Messrs. Sergio Spinelli Silva Junior, Pedro Paulo Elejalde de Campos, Elemér André Surányi, Antônio Cardoso dos Santos, André Urani, Jorge Sarabanda Fagundes and Mrs. Adriana Duarte Chagastelles. Mr. Fábio de Oliveira Moser, the Companys Corporate Governance Officer was also present.
Meetings Board:
President: Sergio Spinelli Silva Junior
Secretary: Hiram Bandeira Pagano Filho
Days Agenda:
1. | Deliberate on the appointment of new members to compose Fundação 14 de Previdência Privadas Deliberation Council, to complete term of office; |
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2. | Deliberate on the appointment of (i) members to compose Fundação BrTPrevs Deliberation Council; and (ii) Fundação BrTPrevs Chairman, to complete term of office; | |
3. | Deliberate on the donation of the Companys assets, according to the Managements Proposal; and | |
4. | Deliberate on the appointment of 1 (one) effective member of the Companys Board of Directors to recompose such collegiate, since there is a vacant position. |
Resolutions
Initially, the Board of Directors resolved, by unanimous decision, that this minutes shall be drafted in the summarized form, in compliance with art. 130, paragraph one of Law 6,404/76. The presentation of protests and manifestations are optional and shall be received by the Meetings Board and filed at the Companys headquarters.
Next, the President registered the receipt of vote instructions for the current meeting, approved in Invitel S.A. and Brasil Telecom Participações S.A.s Previous Shareholders Meeting (Doc. 01 and 02, respectively), held on January 30, 2006, for the members of the Companys Board of Directors appointed by the shareholders above.
Following, the President put to the vote item (1) of the Days Agenda, which was approved by unanimity of the votes rendered, registering the abstention of Messrs. André Urani, Jorge Sarabanda Fagundes and Antonio Cardoso dos Santos, the appointment of the following persons to compose Fundação 14 Previdência Privadas Deliberation Council to complete the term of office:
The President registered the receipt of the résumés of the persons above, which are filed in the Companys headquarters (Doc. 3).
Following, the President put to the vote item (2) of the Days Agenda, which was approved by unanimity of the votes rendered, registering the abstention of Messrs. André Urani, Jorge Sarabanda Fagundes and Antonio Cardoso dos Santos, the appointment of the following persons to compose Fundação BrTPrevs Deliberation Council to complete the term of office:
The President registered that the résumés of the persons above had been previously received by the Meetings Board because of item (1) of the Days Agenda.
Still regarding item (2) of the Days Agenda, it was approved by unanimity of the votes rendered, registering the abstention of Messrs. André Urani, Jorge Sarabanda Fagundes and
Antonio Cardoso dos Santos, the appointment of Mrs. Leda Maria Deiró Hahn, Brazilian, married, sociologist, bearer of the Identity Card N. 3578754 IFP/RJ, registered under the Federal Revenue Service with CPF/MF 664.501.287 -04, resident and domiciled in the city and state of Rio de Janeiro, at Rua Eng. Cortes Sigaud, nº 11, bloco 2, apto. 502, for the position of Chairman of BrTPREV, to complete the term of office.
The President registered the receipt of Mrs. Leda Maria Deiró Hahns résumé, which is filed at the Companys Headquarters (Doc. 4).
Next, item (3) of the Days Agenda, the managements proposal to donate the Companys assets herein attached (Doc. 5), was analyzed and approved unanimously by all members of the Board of Directors.
Finally, the President put to the vote item (1) of the Days Agenda, which was approved by unanimity of the votes rendered, registering the abstention of Messrs. André Urani, Jorge Sarabanda Fagundes and Antonio Cardoso dos Santos, the appointment of Mr. Ricardo Ferraz Torres, Brazilian, single, banker, bearer of the Identity Card N. 05423500-7 IFP/RJ, registered under the Federal Revenue Service with CPF/MF 000.699.217 -09, with office in the city and state of Rio de Janeiro, at Praia de Botafogo, nº 501 3º e 4º andares, as effective member of BTs Board of Directors, once there is a vacant position, previously assigned to Mr. Fábio de Oliveira Moser.
The President registered the receipt of Mr. Ricardo Ferraz Torres résumé, which is filed at the Companys Headquarters (Doc. 6).
Closing
With nothing further to be discussed, the Meeting was closed and these Minutes were drafted, and once read and approved, were signed by all the present Board members.
São Paulo, January 31, 2006.
Sergio Spinelli Silva Junior | Hiram Bandeira Pagano Filho | |
President | 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 |