Board Meeting 2/2021 Minutes: Tue 7 Dec 2021 17:00-18:45 EET
Present board members:
- Eric Herman, Chairman
- Michael Widenius, MariaDB Corporation
- Sergei Golubchik, MariaDB Corporation
- Max Mether, MariaDB Corporation
- Espen Håkonsen, Visma
- Barry Abrahamson, Automattic
Absent board members:
- Todd Boyd, IBM
- Sudhakar Sannakkayala, Microsoft
- Qinglin Zhang, Tencent
Observers:
- Steve Shaw, Intel
- Xiang Peng, Alibaba
Absent observer:
- Mark Stockford, ServiceNow
Additionally, as non-voting secretary:
- Kaj Arnö, CEO, MariaDB Foundation
Agenda:
1. Follow up on previous meeting
2. CEO update
3. Decision: General expectations of board members
4. Discussion: Changes in Board Composition
5. Decision by Board: Diamond sponsorship proposal, relationship to MariaDB Corporation
6. Guidance from Board: Aspirational Goals 2022
7. Next meeting
1. Follow up on previous meeting
2. CEO update
The CEO noted that this CEO update will be intentionally short, given the weight of the remainder of the agenda.
Highlights from 2021, since previous meeting:
- One Server Fest and several Server Minifests
- Percona Live the prime external conference attended to, with a specific MariaDB track
- Still no unconferences or physical meetings
- The MariaDB devroom approved at FOSDEM Feb 2022
- Intel joined as Platinum Sponsor for 100k€, happy and proud to have Intel as sponsor
- MariaDB Server 10.7 has been released, new release model with parallel preview releases in 10.7.0 and 10.7.1 already labelled RC
- downloads have moved to a new infrastructure
- progress on the Buildbot continuous integration
- EU Horizon application entered, together with MariaDB Corporation, for 1m€ for MariaDB
Plans for end of 2021 and early 2022
- another Minifest coming up this Friday 10 Dec 2021
- we expect to have a physical staff meeting in January
- aspirational goals 2022 detailed in agenda item 6; the CEO asked members to please take a look especially at the green, climate related initiative, to which Steve Shaw has already contributed
3. Decision: General expectations of board members
Proposal
While the by-laws of MariaDB Foundation stipulate the decision mechanisms for electing and de-electing board members, we need publicly available guidelines to set the expectations on individual board members, on their merits, and on their work during and between board meetings.
Reasons for board membership in the MariaDB Foundation Board typically include one or more of
- track record as an active community member
- track record as an active board member, during and between board meetings
- track record of active technical work on MariaDB Server, particularly in the areas of code contributions, security, and release management
- nomination by key sponsor and active participation in board work (liaison to a key sponsor, keeping the sponsorship continuous)
Following up expectations over time
- Chairman to talk 1on1 to every member at least once a year, CEO twice a year; voting board members expected to make themselves available for such calls
- Operations Committee to convene based on proposal by Chairman and CEO, making a proposal for a Board decision
- last board meeting of the year to vote on changes based on preparations by Operations Committee
If conditions change significantly during the year, individual board members as well as the Operations Committee may raise proposed changes also at other times.
Expectations on the Chairman
- be available to the CEO on an as-needed basis, up to an average of 2 hours per week
- accept the obligation to make time to talk 1on1 to every member at least once a year
Expectations on Operational Committee members
- be available to the CEO on an as-needed basis, up to an average of 4 hours per month
Decision
The already existing “Expectations of board members related to attendance” decided during Board meeting 1/2021 to be amended by the above proposal and published on mariadb.org/board-member-expectations
However, one item to be added on the Expectations on Operational Committee members:
- meet as a committee up to an hour per month
4. Discussion: Changes in Board Composition
The Chairman noted that with Mr. Lou Fangxin of Alibaba having resigned, there is a free board position. There are three proposed candidates, that can be promoted from observer to voting member:
- Mr. Peng Xiang of Alibaba
- Mark Stockford of ServiceNow
- Steve Shaw of Intel
The Chairman asked the voting board members to set up a phone call with the candidates and form an opinion until the next board meeting.
5. Decision by Board: Diamond sponsorship proposal, relationship to MariaDB Corporation
The CEO reported that Amazon has entered an application for becoming a Platinum sponsor of the Foundation. He noted that knowing of serious concerns from the side of MariaDB Corporation, he wanted board guidance before approving the application, which asked for a reply within this ongoing week.
Max Mether aired the concerns of MariaDB Corporation. He argued that it would be detrimental to MariaDB Foundation’s mission and to the MariaDB Server product to accept a financial contribution from an entity with what he described as an exploitative relationship to Open Source. He doesn’t want the Foundation to become a vehicle for entities that are not good Open Source citizens to whitewash their reputations by paying a small fee.
Max argued for the Foundation to establish a mechanism to make the recognition given by MariaDB Foundation to be in an overall reasonable relation to the overall contributions (in code and otherwise) to MariaDB Server, as well as financial sponsorship to be in an overall reasonable relation to the size of the business that the sponsor derives from MariaDB Server.
The CEO noted that there have been long negotiations with MariaDB Corporation about the future relationship between MariaDB Corporation and MariaDB Foundation. The negotiations have led to two scenarios, Extended and Reduced (described over email). In the Extended scenario, MariaDB Foundation creates a new sponsorship level, Diamond Sponsor, for entities sponsoring us yearly with an amount of 500.000 € or more, and MariaDB Corporation becomes the first such entity. As a condition, the Corporation requires the Foundation not to give AMZN what they consider to be undue recognition by accepting AMZN as a monetary sponsor.
Max declared his readiness to work on guidelines for taking sponsorship.
Most of the other Members of the Board expressed grave concerns with taking a sponsorship with such strings attached.
Barry Abrahamson offered his help in the next step, given his similar experience with Automattic and WordPress.
Decision: The Diamond Sponsorship level is not to be created with an explicit right of the sponsor to block other entities. The CEO is to continue the negotiations with MariaDB Corporation.
However, the Board expressed understanding for finding a way to give recognition to the unique role of MariaDB Corporation in making MariaDB Server what it is today.
In the meantime, the CEO is not to accept the sponsorship application by Amazon.
6. Guidance from Board: Aspirational Goals 2022
The goals had been sent out as work in progress in a separate email. Given the duration of the previous agenda item, any discussion was postponed until the next Board meeting.
7. Next meeting
The Chairman closed the meeting at 17:45.
Next steps to be decided before Christmas via email.