ARTICLES OF INCORPORATION OFMATI DAVAO ORIENTAL FUTBOL ASSOCIATION (MADOFA), INC.

KNOW ALL MEN BY THESE PRESENTS:THAT WE, the undersigned, all of legal age, Filipinos and resients of the Province of

Davao Oriental, Philippines, have on this day voluntarily associated ourselves for the purpose of forming a non-stock, non- sectarian and non-profit association under the laws of the Philippines.

ARTICLE INAME

The name of the Association shall be MATI DAVAO ORIENTAL FUTBOL ASSOCIATION(MADOFA), INC.

ARTICLE IIPURPOSES

That the purpose for which the Association is organized are:1. To improve and promote the sport of association football, interclub and inter-

school in the light of its unifying, educational, cultural and humanitarian values, in all its forms throughout Mati City, Lupon, San Isidro, Banay-banay,Tarragona, Manay, Caraga, Bagangaga,Cateel and Boston in the Province of Davao Oriental.

2. To oversee very type of association football by taking appropriate steps to prevent intrigements of the Statues, regulations and decisions of the Philippine Football Federation (PFF) of the laws of the Game.

3. To foster friendly relations among players, officials organizations and other football playing groups within Davao Oriental. Every person and organization involve in the Game obliged to observe the principles of Fair Play.

4. To cooperate with Local Government Units (LGUs), the Philippine Sport Commision (PSC), the Phillipine Olympic Committee (POC), the Department of Education (DepEd) and such other private and public institutions engaged in sport in general and football in particular.

5. To organize competition especially at the provincial level for all age groups, for male and female.

6. To prevent all methods or practices which might jeopardize the integrity of matches or competitions of give rise to abuse to association football.

7. To perform such other acts as may be necessary to attain the above purposes. Including but not limited to entering into contact with private and public

institutions or individuals, encouraging and promoting the local manufacture of equipment and all allied items for the Game, purchasing and otherwise acquiring any real or personal property or mortgaging, letting or selling nay of its real or personal property.

8. To settle disputes between and amongst players, officials, clubs, members and other organization within its territory.

9. To respect the sole authority of an arbitration tribunal or independent body formed by the PFF to settle any dispute involving itself or one of its members and relating to the statues, regulation, directives and decision.

ARTICLE IIIOFFICE OF THE ASSOCIATION

That the principal office of the association shall be established at the Mati Sports Complex, Mati City, Davao Oriental.

ARTICLE IVTERM OF THE ASSOCIATION

That the term of the Association shall be fifty (50) years from and after date of the issuance of the certificate of incorporation.

ARTICLE V INCORPOTATORS

That the names, nationality and residence of the incorporators are as follows:

Name Nationality Residence (Complete Address)

Marvin Lois R. Dava Filipino 864 Lawaan St. Mati CityRoel Cortez JR. Filipino Matiao Mati CitySamaula Oxillo Filipino Upper Salazar Mati CityRodney Ausa Filipino Sto. Nino st., Mati CityRoy Ausa Filipino Sto. Nino st. Mati CityJihan Labrador Filipino Magsaysay st., Mati City

ARTICLE VI

CONTRIBUTORS

That the names, nationalities and residences of the contributors to the capital of this corporation together with their respective contributions are indicated in “Annex A” appended hereto and made an integral part of the Articles of Incorporation..

ARTICLE VIIBOARD OF TRUSTEES

That the member of the Board of Trustees shall be FIFTEEN (15) who shall serve until their successors shall have been elected and qualified as provided for in the By-Laws. They are

Name Nationality Residence (Complete Address)

Marvin Lois R. Dava Filipino 864 Lawaan St. Mati CityRoel Cortez JR. Filipino Matiao Mati CitySamaula Oxillo Filipino Upper Salazar Mati CityRodney Ausa Filipino Sto. Nino st., Mati CityRoy Ausa Filipino Sto. Nino st. Mati CityJihan Labrador Filipino Magsaysay st., Mati City

ARTICLE VIIIFUND SOURCES

That the Association being a non-stock, non-sectarian shall derive and maintain its funds from any or all of the following

1. Annual dues2. Membership Fees3. Contributions4. Fines & penalties5. Donation/grants and other such funds as maybe received by the Association from

persons, partnership and other entities whether domestic or foreign provided authorized by existing laws.

6. Proceeds from fud-raising activities of the Association.

ARTICLE IX SEC UPDATE

That the present members are those appearing in the attached list. List of additional members shall be from time to time to the Securities and Exchange Commision.

ARTICLE XCAPITAL

That the capital of the Association is EIGHT THOUSAND PESOS (P 8,000.00X see Annex A)

ARTICLE XITREASURER

That has been elected by the incorporators as Treasurer of the association to act as such. Until his/her successor is duly elected and qualified in accordance with the By-Laws and as such Treasurer, he/she has been authorized to receive all fees, dues, funds, properties and contributors as may be received by the Association and to issue the corresponding receipts in its time.

ARTICLE XII

That the association manifests its willingness to change its corporate name in the event another person. firm or entity has acquired a prior right to use the said firm name or one deceptively or confusingly similar to it.

ARTICLE XIII

That the association shall comply with the requirements for non-stock corporations in the course of its operation.

IN WITNESS HEREOF, we have hereunto affixed our signature in Mati City, Davao Oriental, Philippines this day of April 20,2013

Marvin lois Dava Samaula OxilloPujada Fc kalumonan FC

Vanjun HuertasReal Mati

James Vincent LanaOrbs FC

ACKNOWLEDGEMENT

REPUBLIC OF THE PILIPPINESCITY OF MATI

In the City of Mati this day of , 2013 before me a Notary Public in and for the City Mati personally appeared:

NAMES

RODNEY SARTE AUSA 41440451100ROLANDO F CULABA 4145240990

Known to me and to me known to be the same persons who executed the foregoing Articles of Incorporation and who acknowledged to me that the same is their free will and voluntary act and deed.

WITNESS MY HAND AND SEAL on the date at the place last above written.

Doc. No. Page No. Book No. Series of 2013

“ANNEX A “

LIST OF MEMBERS WITH CPITAL CONTRIBUTION

NAME NATIONALITY RESIDENCE CONTRIBUTION

Marvin Lois DavaRodney S. AusaRogelio CortezRoy S. AusaSamaula OxilloRomeo CulabaJihan Labrador

Prepared & Certified Correct by:

Marvin Lois R. DavaGeneral Secretary

Noted by:

Samaula OxilloPresident

SUBSCRIBED AND SWORN to before me this day of , 2013, affiant exhibiting to me his/her Community Tax Certificate no issued on at Maty City, Davao Oriental.

Doc. No. Page No. Book No. Series of 2013

BY-LAWS

of

MATI DAVAO ORIENTAL FUTBOL ASSOCIATION

I. GENERAL PROVISIONS

Article 1 – Title, composition and headquarters

1. The Mati Davao Oriental Futbol Association is an organization registered with the Securities and Exchange Commission.

2. The Mati Davao Oriental Futbol Association is composed of recognized members as defined herein. Members are groups that are town or municipalities based, schools or clubs or association thereof.

3. The principal office and the place of business of the Mati Davao Oriental Futbol Association shall be at Mati Sports Complex, Upper bliss, Mati City, Davao Oriental.

4. Mati Davao Oriental Futbol Association is a member of the PFF. It is obliged to respect the statutes, regulations, directives and decisions of PFF and ensure that these are likewise respected by its members.

Article 2 – Objectives

The objectives of Mati Davao Oriental Futbol Association are primarily:

1. To improve and promote the sport of association football (the Game) in the light of its unifying, educational, cultural and humanitarian values, in all its form throughout the Mati City, San Isidro, Manikling, Governor Generoso, Lupon, Banay-banay, Tarragona, Manay, Caraga, Bagangga, Cateel and Boston in Davao Oriental.

2. To oversee every type of association football by taking appropriate steps to prevent infringements of the Statutes, regulations and decisions of the PFF or the Laws of the Game.

3. To foster friendly relations among players, officials, organizations and other football playing groups within Davao Oriental. Every person and organization involved in the Game is obliged to observe the principles of Fair Play.

4. To cooperate with local government, the Philippine Sports Commission (PSC), the Philippine Olympic Committee (POC), the Department of Education

(DepEd) and such other private and public institutions engaged in sports in general and football in particular.

5. To organize competitions especially at the provincial level for all age groups, for male and female.

6. To prevent all methods or practice which might jeopardize the integrity of matches or competitions of give rise to abuse of association football.

7. To perform such other acts may be necessary to attain the above purposes, including but not limited to entering into contract with private and public institutions or individuals; encouraging and promoting the local manufacture of equipment and allied items for the Game; purchasing or otherwise acquiring any real or personal property or interest therein for its benefit; lending any money owned or held by it in trust; raising funds or borrowing money; improving, developing, managing or mortgaging, letting or selling any of its real or personal property.

8. To settle disputes between and amongst players, officials, clubs, members and other organizations within its territory.

9. To respect the sole authority of an arbitration tribunal or independent body formed by t PFF to settle any dispute involving itself for one of its members and relating to the statutes, regulations, directives and decisions.

II. MEMBERSHIP

Article 3 – Types of Membership

The Mati Davao Oriental Futbol Association shall have three (3) types regular of members: regular, probationary and associate, and HE/SHE should undergo a probationary stage before becoming regular.

REGULAR MEMBERS are those organizations that have been accepted as such after having met the requirements and qualifications prescribed hereunder. They have the right to representation and the right to vote in all Mati Davao Oriental Futbol Association General Assemblies, as hereunder provided. Only an absolute majority of the voting membership of the General Assembly may approve regular membership upon recommendation of the Mati Davao Oriental Futbol Association Board.No applicant may become a regular member unless it has gone through a probationary membership of at least one (1) year.

PROBATIONARY MEMBERS are organizations whose application for membership have been accepted by the Mati Davao Oriental Futbol Association President upon recommendation of the Mati Davao Oriental Futbol Association membership committee, but have not fully met requirements and qualifications for regular membership. They may be represented in the General Assembly while on probationary status but have no right to vote.

ASSOCIATE MEMBERS are corporations, institutions, organizations or individuals who contribute time, effort and financial assistance to the advancement of the causes for which the Mati Davao Oriental Futbol Association exists. They may attend or be represented in the General Assembly as observers with no right to vote. Acceptance of applications for associate membership shall be at the discretion of the Mati Davao Oriental Futbol Association President, upon recommendation of Mati Davao Oriental Futbol Association membership committee.

Article 4 – Restrictions to Membership

Regular members should not be individuals. They should b groups, schools, clubs or associations. For purposes of organization, members could be town or municipality – based or combinations thereof. Individuals who actively support the Mati Davao Oriental Futbol Association shall remain as Associate members and shall be not elevated as Regular members.

Article 5 – Admission and Qualifications for Membership

After having formally gone through the procedures required for membership, an organization that has been accepted as a probationary member may be accepted as aregular member if that association has, in a single year fully complied with the requirements such as participation in province- wide tournaments, age-group tournaments, implementations of the PFF youth development program, technical courses, development of coaches and referees payment of dues, submit and update membership lists.

A club, group, association or school that has been accepted as a regular member of the Mati Davao Oriental Futbol Association, in order to remain in good standing must have, in a single year fully complied with the requirements such as participation in province-wide tournaments, age-group tournaments, implementation of the PFF youth

development program, technical courses, development of coaches and referees, payment of dues, submit and update membership lists.

Members shall be considered in good standing if:a. They have fulfilled all obligations such as membership requirements;b. They have settled all dues, fees and penalties;c. They are not under suspension.

Article 6. Disqualifications of Memberships

The Mati Davao Oriental Futbol Association may impose the following penalties for any violation of its Statutes, Rules, Regulations and Standing Orders by its Members, Clubs, Officials and Players: a. Caution b. Finec. Suspensiond. Expulsion

The President (upon recommendation of the Membership Committee) may impose any of the penalties provided in Article 6.1 above, except suspension and expulsion regular members, as hereunder provided.

Suspension/ Expulsion of a regular member: A regular member may be suspended orexpelled for non-payment of annual dues, penalties and/or special assessments, non-participation in the required number of competitions and courses specified above, for any act or acts deemed inimical to the objects of the Mati Davao Oriental Futbol Association, for particular serious breach of the statutes, regulations, directives and decisions of Mati Davao Oriental Futbol Association, or for a failure to manage the football organization. Only an absolute majority of the voting members of the Mati Davao Oriental Futbol Association board has the power to suspend or expel any regular member upon the recommendation of the Mati Davao Oriental Futbol Association membership Committee or President. Suspension of membership implies loss of the rights associated with member status apart from being excluded from member status apart from being excluded from official involvement in tournaments. However, the President may suspend a regular member upon the recommendation of the Membership Committee if the reason for suspension is non-payment of dues, fines, or explicit penalties for offenses committed. This suspension will be valid until the next Board meeting where a decision to maintain or lift the suspension will be made.Reversion into probationary status of a regular member: In an urgent case, such as committing an act inimical to the objects of Mati Davao Oriental Futbol Association

where the trust on the capability of the member to perform its responsibilities for football development is lost, the president may provisionally revert back into probationary status any regular member, which shall come into effect only until next Board meeting, where a decision on this sanction will be made by an absolute majority of the voting members.

Suspension / Expulsion of a probationary member: A probationary member may be suspended or terminated for failure to comply with the requirements for probationary members for a full year or, for non-payment of annual dues, penalties and/or special assessments, non-participation in the required number of competitors and courses specified above, or for any act deemed inimical to the suspend or terminate any probationary member upon recommendation of the Membership Committee.

Member status is terminated by resignation of the member, its expulsion or dissolution. Loss of member status does not relieve the member of its financial obligations towards Mati Davao Oriental Futbol Association of PFF or other members of this body. A member may submit its resignation in writing. Member status is likewise lost when a member is expelled or dissolved either voluntarily or legally.

Article 7. Procedures for Membership

1. An organization wishing to become a member shall apply in writing to the Mati Davao Oriental Futbol Association secretariat and, where applicable, enclose a list of officials (if elections have already been held), and its constitution and by-laws containing the following mandatory provisions:a. Always comply with the Statutes, regulations and decisions of the Mati Davao

Oriental Futbol Association and of the PFF;b. To comply with the valid Laws of the Game;c. To recognize the exclusive authority of an arbitration tribunal of the PFF in

respect of all disputes involving itself or any of its members.

2. The application must be accompanied by a list of members/players.

3. A probationary member applying for regular membership shall be monitored by the Membership Committee and this committee shall recommend for regularization of such probationary association to the President. The President, in turn, will recommend to the General Assembly the regularization of the probationary member.

Article 8.Members’ Rights

The members in good standing have:

1. The right to know in advance the agenda of any general assembly, to be called to the meeting within the prescribed time, to take part in the meeting and to exercise their right to vote;

2. The right to be informed of the affairs of Mati Davao Oriental Futbol Association;

3. The right to take part in competitions held under the auspices of Mati Davao Oriental Futbol Association

4. The right to nominate candidates for the Mati Davao Oriental Futbol Association presidency and Board of Trustees;

5. The right to take part in Mati Davao Oriental Futbol Association development programs;

6. All other rights arising out of these statutes or those recognized by the regulations, directives and decisions of Mati Davao Oriental Futbol Association;

7. Right to inspect the books, records of the Association during business hours;

Article 9. Members’ Obligations

Every Member of Mati Davao Oriental Futbol Association has the following obligations:

1. To abstain from any action contrary to the interests of Mati Davao Oriental Futbol Association or that which could besmirch the good name and reputation of Mati Davao Oriental Futbol Association;

2. To settle all sums by way of membership fees, dues and penalties imposed;

3. To communicate to Mati Davao Oriental Futbol Association any amendment of the member’s list of its officials or players, any change in its address, and names of new officers;

4. To be bound by the statutes, regulations, directives and decisions of Mati Davao Oriental Futbol Association and the PFF;

5. To ensure that these statutes are respected by it and by any other person officially affiliated with it;

6. To observe the Laws of the Game;

7. To comply with the statutory clause adopted by the Mati Davao Oriental Futbol Association specifying that any dispute involving itself or one of its members and relating to the statutes, regulations, directives and decisions of Mati Davao Oriental Futbol Association, must be subject to the sole authority of an arbitration tribunal (an independent body formed by Mati Davao Oriental Futbol Association which will settle the dispute;

8. Not to maintain any relations of a sporting nature with members that have been suspended or expelled;

9. To observe the principles of loyalty, integrity, good behavior and fair play within the association and all its activities.

The General Assembly

Article 10. Participants and Frequency of the General Assembly

1. The Mati Davao Oriental Futbol Association General Assembly be the legislative body of Mati Davao Oriental Futbol Association and shall composed of all the members in good standing. As such, it shall be the Supreme Authority of Football in the provincial association of Mati Davao Oriental Futbol Association. It may overrule any decision made by the Board.

2. The participants in the General Assembly are the presidents of all the member organizations of Mati Davao Oriental Futbol Association. An alternate may be named in writing by the President as long as the alternate is an officer of that organization. No delegate shall be allowed to represent more than one organization.

3. Each regular member organization shall be entitled to only one vote and only the members present are entitled to vote. Voting by proxy is permitted for as long as the proxy form is duly signed and the appointed proxy is a member in good standing of that association.

4. The General Assembly may transact official matters only if there is a 50% + 1 quorum. All votes taken shall be passed by the absolute majority of the votes of the entire voting membership of Mati Davao Oriental Futbol Association except those matters where the Corporate Code requires the vote of a greater proportion. The General Assembly can remove and replace the President or any Board member with an absolute majority of the votes of the entire voting membership.

5. The General Assembly shall be held once a year although an Extraordinary General Assembly may be called upon the written request of at least (1/2) of the regular members of Mati Davao Oriental Futbol Association and the extraordinary General Assembly shall be held with three months from receipt of the request. The request shall specify the items in the agenda.

6. The General Assembly shall be held every 2nd Sunday of December of each year. He members shall be notified in writing at least two month in advance. The formal convocation shall be made in writing at least one month before the date of the General Assembly and this convocation shall contain the President’s report and the annual financial statement.

Article 11. Agenda for the General Assembly

1. The agenda of the Ordinary General Assembly is as follows:(The General Secretary of the Mati Davao Oriental Futbol Association shall draw up the agenda based on input from the association Board and member. Any proposal that a member whishes to submit to the General Assembly shall be sent to the General Secretariat of the association with a brief explanation, at least two months before the date of the General Assembly.)a) Call to Orderb) Invocation c) National Anthemd) Determination of the Existence of a Quorume) Approval of the minutes of the previous meeting & business arising out of the

minutesf) The President’s Reportg) Financial Report and approval of the budgeth) Admission/Suspension/Expulsion of members (if applicable)i) Votes on proposals for amendments to the Statutes (if applicable)j) Election of President and members of the Board (if applicable)k) Adjournment

The agenda of the Ordinary General Assembly may be altered, provided (3/4) three- quarters of the members present and eligible to vote agree to such a motion. Any proposal that the member wish to include in the agenda shall be sent to the general secretariat in writing, with a brief explanation, at least two months before the date of the General Assembly.

2. The President is responsible for ensuring that the meeting runs according to plan. With this in mind, he is entitled to curtail speeches by members.

3. The meeting’s minutes is coordinated by the General Secretary, who must send them to the members within one (1) month following the meeting.

Article 12. Election of President

1. The President shall be elected by the Mati Davao Oriental Futbol Association General Assembly every three (3) years. The newly elected President will then assume office within thirty (30) days after the date of election. A President may re-elected.

2. A candidate for President may or may not be an officer of a member organization.3. Nominations in writing for President must be submitted to the General Secretariat at

least one month before the day of the General Assembly when elections are scheduled to be held. Only members may nominate candidates for the office of president. A member shall be allowed to nominate only one person for president and the nomination must be seconded by another member organization.

4. The elections shall be done by secret ballot. The president shall elected by the General Assembly by an absolute majority of the votes of the entire voting membership of Mati Davao Oriental Futbol Association.

5. The General Assembly, by a 2/3 of the votes of the entire voting membership, may affect amendments, additions to or elections from the By-Laws remove and replace the President for cause.

IV. The BOARDS OF TRUSTEESArticle 13

1. The Board shall be elected by the Mati Davao Oriental Futbol Association General Assembly every three (3) years the newly elected Board will then assume office within thirty (30) days after the date of election.

2. There shall be eleven (11) member of the Board of Trustees.3. Two-thirds of the votes of the entire Board of Trustees can recommend to the

General Assembly the removal and replacement of the President or a Board member.

4. The Board of Trustees shall meet once a quarter. A special meeting may be called by the President or upon written request of two-thirds (2/3) of the members of the Board of Trustees to the President or the General Secretary, who shall then call special meeting not later than fifteen (15) days after receipt of the request.

5. The powers and duties of the Board of trustees include:a) Setting and adopting general policies for the government, management and

administration of Mati Davao Oriental Futbol Association and for the promotion of the Game;

b) Approving the annual budget;c) Promulgating such rules and regulations as may be necessary for the

purposes of Mati Davao Oriental Futbol Association.

d) Suspending, expelling or approving regular members as recommended by the Mati Davao Oriental Futbol Association membership Committee.

6. A simple majority of the eleven (11) Board of Trustees shall constitute a quorum and a majority vote of the Board of Trustees present can approve or pass a resolution;

7. The Order of Business of the Board of Trustees Meeting held once every quarter is as follows;a) Call to Orderb) Invocationc) Determination of the Existence of a Quorumd) Approval of the minutes of the previous Board meetinge) Business Arising from the Previous Minutesf) The President’s Reportg) Financial Reporth) Status of membersi) Agendaj) Announcementsk) Adjournment

V. OFFICERSThe officers of the association shall consist of the following; a President, Internal Vice-President, External Vice-President, General Secretary, treasurer, Auditor and PIO whose powers and duties shall be herein provided and as the Board my fix in conformity with the provision of the By-Laws.