Indicate by check mark whether the registrant by furnishing the
information contained in this Form is also thereby furnishing the
information to the Commission pursuant to Rule 12g3-2(b) under
the Securities Exchange Act of 1934.
Yes ______ No ___X___
GOL LINHAS AÉREAS INTELIGENTES S.A.
C.N.P.J. nº 06.164.253/0001 -87
N.I.R.E. 35.300.314.441
MINUTES OF THE BOARD OF DIRECTORS’ MEETING,
HELD ON JULY 19, 2006
Date, time and place: Held on July 19, 2006, at 9:30 am, at Rua Gomes de Carvalho, 1.629, 15o floor, Vila Olímpia, in the City of São Paulo, State of São Paulo. Attendance: Totality of the members of the Board of Directors of Gol Linhas Aéreas Inteligentes S.A. (“Company”) and the members of the Company’s committees invited to attend the meeting. Presiding Board: Mr. Constantino de Oliveira Jr., as chair of the meeting, invited me, Henrique Constantino, to be the Secretary. Call: Held in writing, under the terms and with the antecedence set forth in the Company’s By-Laws. Agenda: Resolve on: (i) approval of the financial statements related to the second quarter of the corporate year of 2006; (ii) conversion of common shares in preferred shares of the Company; and (iii) re-ratification of the Minutes of the Board of Directors’ Meeting held on April 20, 2006 (“Minutes of April 20”). Resolutions taken: After necessary clarifications, (i) the financial statements related to the second quarter of the corporate year of 2006 were presented. The Audit Committee recommended the Board to approve them, which was unanimously approved by the Board. Therefore, such financial statements, duly approved and initialized by the Presiding Board, will be filed at the Company’s headquarters and will be published within legal term; (ii) the Board of Directors resolved to homologate the conversion of one million eight hundred and fifty-seven thousand seven hundred and five (1,857,705) common shares of the Company, owned by shareholder Constantino de Oliveira Jr., which are free and clear of any encumbrances whatsoever, into preferred shares, representing the capital stock of the Company, with the same characteristics, and being entitled, as of this date, to the same rights and advantages conferred to the preferred shares already issued by the Company. The referred conversion was already approved by the Board of Officers at the meeting held on July 3, 2006, and are executed in accordance with the Company’s By-Laws, not exceeding the legal limit. The Board of Officers is hereby authorized to take all actions deemed necessary to carry out the deliberation taken. The acts above mentioned that have already been performed by the Board of Officers are hereby ratified; (iii) the Directors also approved the re-ratification of the wording of the Minutes of April 20, in order to reflect the effective amount of capital increase occurred thereon, from R$992,943,035.28 (nine hundred and ninety-two million, nine hundred and forty-three thousand, thirty-five reais and twenty-eight cents) to R$993,180,510.96 (nine hundred and ninety-three million, one hundred and eighty thousand, five hundred and ten reais and ninety-six cents), as the minutes delivered at Commercial Board (Junta Comercial), were not reflecting the referred amounts. Nevertheless, the minutes sent to Comissão de Valores Mobiliários (“CVM”), BOVESPA, U.S. Securities and Exchange Commission (“SEC”), and to the newspapers (Valor Econômico and Diário Oficial), were in accordance, for that date, to the amounts above. Adjournment of the Meeting and Drawing up of the Minutes: After offering the floor to anyone who intended to make use of it, although no one did, the meeting was adjourned for the time necessary to draw up these present Minutes. After reopening this Meeting, minutes were read and checked by those attending the meeting, who signed the document. I certify this present instrument is a free English translation of the Minutes drawn up in the Company’s records.
São Paulo, July 19, 2006.
_______________________________________________________ |
_______________________________________________________ | |
Constantino de Oliveira Júnior |
Henrique Constantino | |
Chairman |
Secretary |
GOL LINHAS AÉREAS INTELIGENTES S.A. |
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By: |
/S/ Richard F. Lark, Jr.
|
|
Name: Richard F. Lark, Jr.
Title: Vice President – Finance, Chief Financial Officer |
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