Commission File Number 32297

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Indicate by check mark whether the registrant files or will file annual reports under cover Form 20-F or Form 40-F.  Form 20-F ___X___ Form 40-F _______

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): [ ]

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): [ ]

 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____

If "Yes" is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82-_________________

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MINUTES OF THE 194^TH MEETING OF THE BOARD OF

DIRECTORS HELD ON FEBRUARY 15, 2012

 

1.  DATE, TIME AND PLACE: At 15 (fifteen) days of February 2012, at 5 p.m., the meeting was held via telephone conference call, pursuant to Paragraph 1 of Article 17 of the Bylaws of CPFL Energia S.A. ("CPFL Energia" or "Company"), located at Rua Gomes de Carvalho, No. 1510, 14^th floor, suite 142, in the city of São Paulo, State of São Paulo.

 

2.  CALL: The meeting was called pursuant to Paragraph 3 of Article 17 of the Company's Bylaws.

 

3.  ATTENDANCE: All members of the Board of Directors ("Board").

 

4.  CHAIR: Chairman – Murilo Passos and Secretary – Gisélia Silva.

 

5. SUBJECTS DISCUSSED AND RESOLUTIONS TAKEN:

 

The reading of the Agenda, already being known to all those present, was waived and it was resolved that the minutes of this meeting would be drawn up in summary form, providing the participants the right to freely register their thoughts and dissents, which would be maintained on file at the Company's headquarters and its publication approved in the form of a summary, with the signatures of the members of the Board being omitted.

  

The votes of the directors appointed by the controlling shareholders shall be computed pursuant to items 5.1 and 7.1 of the Shareholders' Agreement filed with the Company, dated March 3, 2002, as amended on August 27, 2002, November 5, 2003 and December 6, 2007.

  

After examination of the subject on the Agenda, the Board unanimously and without any restrictions voted to approve, as controlling shareholder of "CPFL Comercialização Brasil S.A. ("CPFL Brasil") and the indirect controlling shareholder of "CPFL BIO Anicuns S.A." ("CPFL Bio Anicuns"), pursuant to Article 17, item "r" of the Company's Bylaws and Board of Executive Officers Resolution of CPFL Brasil No. 2012004, the transformation of the type of company of CPFL Bio Anicuns from a joint stock company to a limited liability company, in order to absorb the activities of providing collection of third party electric energy bills, and the consequent realization of the following corporate actions:

 

(i.i)      Change of name of the company from "CPFL Bio Anicuns S.A." to "CPFL Total Serviços Administrativos Ltda.";

 

(i.ii)     Change the corporate purpose to contemplate the provision of administrative services in general and complementary services to companies, including collection advisory services, bill collection and the obtaining of registration information, as well as other auxiliary activities and representation services;

 

 

(i.iii)    Change the address of the headquarters of the company, from Rodovia Engenheiro Miguel Noel Nascentes Burnier 1755, Km 2.5 – part, Parque São Quirino, CEP 13088-140, Campinas, SP, to Rua Vigato 1620, Térreo-Parte A, Bairro João Aldo Nassif, CEP 13820-000, Jaguariúna, SP;

 

(i.iv)    Opening of a branch at Rua Mario Boni, 1902, 6^th floor - Part, Bairro Floresta, CEP 95012-580, Caxias do Sul, RS;

 

(i.v)     Election of the company's executive officers with a mandate for an indefinite period: Mr. Rubens Bruncek Ferreira to the position of CEO; Mr. Lorival Nogueira Luz Junior, to the position of Chief Financial Officer; and Mr. José Marcos Chaves de Melo, to the position of Chief Administrative Officer; and

 

(i.vi)    Approval and consolidation of CPFL Total's Articles of Association.

 

6. CLOSURE: There being no further business, the meeting was adjourned, these minutes were drawn up, read, approved and signed by the Members present and the Secretary.

 

 

 

 

 

 

 

CPFL ENERGIA S.A.
	By:	/S/  LORIVAL NOGUEIRA LUZ JUNIOR
	Name: Title:	Lorival Nogueira Luz Junior  Chief Financial Officer and Head of Investor Relations