Board Meeting 1/2019

MariaDB Foundation has an upcoming board meeting soon. Let me grab the opportunity to publicly share more about the Foundation Board, who is on it, and what the board decided in the previous board meeting, Wed 17 Apr 2019.

We meet over Zoom, after first setting a date and a time. With board members from California in the West to Shenzhen in the East, finding a time of day is always painful. We usually end up with a Californian morning, US East coast mid day, European evening, and Chinese late night. Last meeting, everyone was present, which is great, but timing was an ordeal in particular for the Chinese board members, with a meeting that started at midnight.

Board Composition

The board has four long-time members, with Michael “Monty” Widenius and Sergei Golubchik (both working at MariaDB Corporation) and Espen Håkonsen of Visma all having been there nearly since the start, and Eric Herman of Booking.com, our Chairman, also having been here from long.

The other board members are Michael Howard (CEO of MariaDB Corporation), Barry Abrahamson of Automattic, Todd Boyd of IBM, Qinglin Zhang of Tencent, Fangxin Lou of Alibaba and Sudhakar Sannakkayala of Microsoft. As CEO of MariaDB Foundation, I am also present, as non-voting secretary.

Operational Committee

Our first decision was to nominate a new committee, named the Operational Committee, advising the CEO. Initial members are the above mentioned old-timers, Eric Herman, Espen Håkonsen, Michael Monty Widenius, and Sergei Golubchik.

As mentioned in our Annual Report 2018 (p. 18 for those who have it), we mentioned as a goal professionalise the organisation through establishment of adequate committees, monthly reporting practices, and other processes to increase organisational productivity. 

The specific goal of the Operational Committee is to give a formal role to those Board members who are tightly involved as advisors to the CEO on a near-day- to-day basis.

This has since worked out as planned. The Operational Committee is a first approval point for decisions, however not taking decisions on behalf of the board. The Committee has been supportive, mainly reacting to questions by me as CEO, over email or otherwise.

Ethical Committee

Our second decision was to nominate another new committee, named Ethical Committee. Initial members Eric Herman (chair, Booking.com), Espen Håkonsen (Visma), Barry Abrahamson (Automattic), Sergei Golubchik (MariaDB Corporation).

Also as noted in the Annual Report 2018 (p. 14), the Ethical Committee can be approached by anyone who feels MariaDB Corporation or any other Foundation member is given undue favours, or the management is perceived to act unethically. This committee is to include the Chairman, and at least two Board members, without any two having a similar set of connections of interests, be that employment or shares.

Treasurer and Secretary

Our third decision was to elect myself as CEO to explicitly hold also the offices of Treasurer and Secretary. 

The By-laws name tasks for the non-optional (mandatory) board member roles of Treasurer (Section 6.09) and Secretary (Section 6.08). These roles have not been explicitly manned, but left in the air. There has been unclarity as to whether the CEO fully absorbs these roles, holding them as secondary offices.

The rationale to give the CEO the secondary offices is to offload Board members to work on strategic issues, and areas of their own choice and expertise, as opposed to duties which may resemble chores.

To the extent needed, I will involve a consultant on financial issues.

By-laws changes

In the fourth decision, we made a detailed set of changes to the By-laws. The goal (see p. 18 of the Annual Report 2018); To align the By-laws of the Foundation with actual practice. This was the first step, and further ones may come later 2019.

The main changes: 

1. Across the entire text of the by-laws, we use the word “Foundation” instead of the confusing “Corporation” as short-hand for “MariaDB Foundation”
2. Across the entire text of the by-laws, we use the word “CEO” instead of the confusing “President” as short-hand for the senior-most non-pro-bono Director of the foundation
3. Sections 5.02 and 6.06: state that the CEO does not carry voting rights on the Board
4. Section 5.05: establish and clarify the role of the chairman
5. Section 5.07: Clarify that a majority of all Directors (not just those present at mtg) is needed to remove existing directors
6. Section 5.20: Clarify that the Chairman is the chair at Board meetings, and the CEO is the secretary
7. Section 11.01: Add capability for Directors to attest the CEO’s execution of Written Instruments (currently, it’s only the not-used Secretary who does it)

As follow-up, we will collect physical signatures of several (but not all directors) and appropriately archive (in offices, secondary offices, intranet) the document with scanned physical signatures.

Post-download redirect

As our fifth and final item, we discussed how to implement the planned MariaDB .org download page redirect to a specific new mariadb.com/kb page after the download has started.

This functionality has since gone live, as described in the blog Redirecting Downloaders to Knowledge Base. The idea is for the landing page to contain relevant information on the release downloaded, useful links for that version, and a voluntary but very visible registration of the user on mariadb.com, enabling user web voyage tracking, and tailoring of mariadb.com web content based on whether downloads have been done.

Our next meeting is not going to be packed full of decisions like the April meeting, but instead more open to discussion and giving the CEO guidance and direction for desired actions during the rest of 2019.