Board Meeting 3/2022: Wed 7 Sep 2022 16:00-17:10 EET + email extension

Present board members:

  • Eric Herman, Chairman
  • Michael Widenius, MariaDB Corporation
  • Sergei Golubchik, MariaDB Corporation
  • Max Mether, MariaDB Corporation
  • Todd Boyd, IBM (until 17:00)
  • Barry Abrahamson, Automattic (until 17:00)
  • Espen Håkonsen, Visma 
  • Steve Shaw, Intel 
  • Sean Peng, Alibaba

Observers:

  • Parikshit Savjani, Microsoft

Absent observers:

  • Serguei Beloussov, SIT
  • Mark Stockford, ServiceNow
  • Qinglin Zhang, Tencent

Additionally, as non-voting secretary:

  • Kaj Arnö, CEO, MariaDB Foundation

Agenda:

  1. CEO update
  2. Decision on MariaDB Server 10.11 as long-term support
  3. Decision on the establishment of an EU subsidiary foundation
  4. Decision on the status of MariaDB Corporation as sponsor
  5. Follow-up on the status of Amazon as sponsor
  6. Next meetings
  7. Email extension and closing of meeting

1. CEO update

  • hired Andrew Hutchings (UK) as Chief Contribution Officer as of 15 Aug 2022; see blog entries The Path to Code Contributions in MariaDB Server, Generating MariaDB Metrics and above all Publishing of Contribution Statistics which delivers on mtg 2/2022 decision item 5 on regular publishing of contribution statistics
  • hired Soeren von Varchmin (Barcelona) as Chief Revenue Officer, based on recommendation of Serguei Beloussov, as of 1 Sep 2022; good track record in fundraising within Open Source, already work planned
  • departures (amicable): Webmaster Andreia Hendea, as of 1 Sep 2022
  • successful face-to-face Staff Meeting in June: see blog An intra-pandemic Staff Meeting
  • interesting support case for the user Wikimedia Foundation, where MariaDB Foundation in detail interfaced with WMF to support their 10.4 to 10.6 upgrade scenario, which had run into trouble; it seems to be solved, and the solution is completely reliant upon great detective and development work of InnoDB developer Marko Mäkelä of MariaDB Corporation (and our own CIO Daniel Black also deserves a special mention for insights, effort and energy injected); next step: Post Mortem mtg
  • DB ranking position: a blow for the first time; some sense of community momentum towards not just Postgres but also MySQL; the best assumed remedy: extended presence on events not organised by ourselves     
  • financial status: surviving with margins until end of 2022

2. Decision on MariaDB Server 10.11 as long-term support

Recap of new (2021) release model

  • four releases a year, not one, starting MariaDB 10.7
  • https://mariadb.org/about/#maintenance-policy just one year of support for them, not five
  • MariaDB 10.6 GA 6 Jul 2021, EOL 6 Jul 2026
  • MariaDB 10.7 GA 9 Feb 2022, EOL 9 Feb 2023
  • on 11 Dec 2021 in the joint blog entry (Corporation and Foundation) https://mariadb.org/new-innovation-release-model/ we said “some release series will be selected for longer maintenance windows, expected to happen at least every other year

Thus, we recommend going with MariaDB 10.11 for LTS

  • we are in the process of gathering support for this decision from within the Corporation
  • we could declare MariaDB 10.11 as LTS even if we have to build up the resources for it ourselves, but making the decision in harmony with MariaDB Corporation will save resources for normal (and additional) activities supportive of adoption, openness

New proposal: Sergei Golubchik suggested that the default would be to have MariaDB 10.11 as LTS, and that the decision would be published at the point in time 10.11 will become RC (Release Candidate), unless by then otherwise decided by the MariaDB Foundation BoD.

Decision: New proposal approved.

3. Decision on the establishment of an EU subsidiary foundation 

Decision on mtg 1/2022: “The CEO was given the mandate to establish one or two EU subsidiary foundations, one of which in Romania. … The motion was passed such that every voting board member was in favour, except Sergei Golubchik, who abstained.

  • currently completely stalled
  • legal work identified need for extension to trademark agreement (fairly trivial, a brief two-pager) with MariaDB Corporation
  • any progress currently blocked by MariaDB Corporation

Proposal: The Corporation signing the extension to the trademark agreement to be a non-negotiable item of any agreement on the Corporation’s sponsorship level.

Discussion: Sergei Golubchik pointed out that the trademark agreement is separate from the concept of sponsorship.

Michael Widenius pointed out (during the email extension period of the meeting) that the original reason for the establishment of an EU entity is becoming increasingly urgent. We may be in a position to receive EU money, if there is a receiving EU entity. Hence, the board needs to mandate the CEO to establish an entity with a different name,  with the purpose of supporting MariaDB Foundation activities, and be able to pay salaries and spend money in similar ways as MariaDB Foundation. This does not require any trademark extensions. 

New proposal: The CEO mandate is renewed, and the implicit requirement to include the trademark “MariaDB Foundation” in the name is removed. The mandate is made compliant with requirements put forth by our US lawyer. It contains no material extension to the April mandate to the CEO. It only makes the mandate compliant with legal requirements, mainly amounting to making the EU organisation a Sister Organisation.

Background.

(1) Historically, the MariaDB Foundation (“the “Foundation”) has missed potential opportunities to receive grants and donations from individuals and entities in Europe, primarily because the Foundation is organised in the United States. By way of example, grants from European or EU government agencies are more easily awarded to EU-based organisations. Fewer grants means fewer funds are available for the Foundation to pursue its mission.

(2) If the Foundation were to create one or more EU-based organisations in order to take advantage of possible grant and donation opportunities in Europe, legal counsel to the Foundation have recommended that the Foundation do so through separate, sister organisations that have parallel missions and organisational structures, but which are not subsidiaries of the Foundation (each, a “Sister Organisation”). Doing so would help simplify tax and reporting concerns associated with any EU-based organisation that is a legal subsidiary of a U.S.-based entity.

Decision / Board Resolution. In light of the foregoing, the Board hereby resolves as follows:

(1) It is in the best interests of the Foundation to form one or more non-profit Sister Organisations in Europe whose respective missions are parallel to, and fully complementary of, the mission of the Foundation;

(2) The CEO of the Foundation is directed to create and organise up to two Sister Organisations in the EU, provided that the first such Sister Organisation is formed in Romania.

(3) In pursuit of the foregoing, the CEO is allocated an aggregate operational budget of up to 50,000€. Further Board approval is required in order for the CEO to spend further amounts with respect to creating and organising the Sister Organisation(s).

(4) The CEO shall, to the fullest extent possible, take steps to ensure that the organisational structure and mission of any Sister Organisation are substantially the same as the organisational structure and mission of the Foundation, so that no material conflicts between the Foundation and any Sister Organisation are likely to arise.

(5) When forming a Sister Organisation in Romania, the CEO shall have the discretion, on behalf of the Foundation, to undertake all acts and actions as reasonably necessary to create and organise the Romanian Sister Organisation, including (without limitation):

a. acting as the founder of the Romanian Sister Organisation;

b. executing any and all necessary documents in the name, and on behalf, of the Foundation, such as the organisational documents of the Romanian Sister Organisation;

c. delegating any of the above powers to a third party, such as Romanian legal counsel;

d. choosing a distinctive name (or substitute name) for the Romanian Sister Organisation, provided that the name: (i) complies with Romanian law; (ii) does not use or include “Maria” or “MariaDB” or any combination thereof; and (c) is not likely to cause confusion among consumers as to the source of services provided by the Romanian Sister Organisation (particularly with respect to the services of the Foundation and MariaDB Corporation);

e. engaging legal counsel;

f. opening a bank account on behalf of the Romanian Sister Organisation;

and

g. drafting, negotiating and executing documents between the Foundation and any Sister Organisation (e.g., agreements that provide for cost sharing with respect to employees, projects and operations) in order to ensure that the organisational structure and mission of any Sister Organisation are substantially the same as the organisational structure and mission of the Foundation, so that no material conflicts between the Foundation and any Sister Organisation are likely to arise.

(6) If and when creating and organising a second Sister Organisation in an EU country other than Romania, the CEO shall have the same powers and discretion as granted in paragraph (5) above with respect to the non-Romanian Sister Organisation.

4. Decision on the status of MariaDB Corporation as sponsor 

Background:

  • they have expressed an interest to demote their status from de-facto Diamond to Platinum
  • outstanding payments
  • ongoing dispute regarding validity of earlier contract
  • not resolved despite Foundation CEO’s interactions not just with Max but with Corporation CEO Michael Howard and email to the BoD of MariaDB Corporation

Proposal: CEO to be mandated to work out at least two scenarios for the cooperation with MariaDB Corporation, to be approved by the next Board meeting. The proposals have to honour the principle of treating MariaDB Corporation equally to any other MariaDB Foundation member or sponsor, under similar circumstances. The independence of MariaDB Foundation must remain unquestionable, in fact and in appearance. However, any member (including MariaDB Corporation) can fund special initiatives aligned with the MariaDB Foundation mission, such as improving our adoption in geographical areas (such as China, Japan, Indonesia), current database usage (such as MySQL, Postgres) or overall developer mindshare (such as on conferences, events and user groups). 

One of the scenarios shall define a scenario where the cooperation is reduced from today. 

Discussion: Steve Shaw (during the email extension period of the meeting): As always, my opinion is that especially in the context of the slight dip in the db-engines ranking, MariaDB is stronger with the Corporation and Foundation pulling in the same direction.

The Chairman noted that we will not be able to conclude the discussion within the set time, and set a time of two weeks (until 21 Sep 2022) to come to decisions on items 3 and 4. During the meeting, everyone approved of this. 

The CEO noted that the Board needs to set expectations related to the questions listed in the email sent 7 Sep 2022.

  • How does the agreement with MariaDB Corporation have to be structured?
  • Who makes the formal decision on the approval? 
  • Through what practical process steps will the formal decision be prepared?

Decision: Same as initial proposal, with the following additions.

Each proposed scenario is to answer the following questions:

  • Which parts of the agreement are independent of the interdependencies between MariaDB Foundation and MariaDB Corporation (in trademarks, in development, in other activities)?
  • Which parts of the agreement are relevant only because of the interdependencies, and not applicable to other sponsors?

The proposed scenarios are to be first presented, by Max and Kaj, to the relevant parties inside MariaDB Corporation, to ensure that MariaDB Corporation stands behind them.

The proposed scenarios are then to be presented, by Max and Kaj, to each Board Member and Observer, prior to the meeting.

After the above informal Zoom presentations, the next Board meeting Wed 16 Nov 2022 is to pick the desired scenario.

5. Follow-up on the status of Amazon as sponsor 

  • plenty of interactions related to contributions
  • see blog entry Contribution Wish List (as desired by Otto)
  • meeting with Otto Kekäläinen coming up also on Debian 

6. Next meetings

  • next one Wed 16 Nov 2022, same time as this BoD meeting

7. Email extension and closing of meeting

As noted in the discussion of item 3, the Chairman noted that we were not able to conclude the discussion within the set time, and set a time of two weeks to come to decisions on items 3 and 4. That time was used for discussions (as documented in items 3 and 4), after which these notes were sent for an email approval. Six out of nine voting members explicitly approved them, three did not comment. 

The Chairman closed the meeting Fri Sep 2022 at 10 CET.