Board Meeting 4/2023 Minutes: Wed 29 Nov 2023 16:00-17:00 EET

Present board members:

• Eric Herman, Chairman
• Todd Boyd, IBM
• Sergei Golubchik, MariaDB Corporation
• Max Mether, MariaDB Corporation (until item 4)
• Steve Shaw, Intel 
• Michael Widenius, MariaDB Corporation

Absent board members:

• Espen Håkonsen, Visma, having prior to the meeting supported the proposals in items 3 to 6, and authorised Michael Widenius to vote on his behalf 
• Sean Xiang Peng, Alibaba, having prior to the meeting supported the proposals in items 3 to 6, and authorised Michael Widenius to vote on his behalf 
• Barry Abrahamson, Automattic, noting alignment with Sean on all items five minutes after the meeting concluded

Present observers:

• Sirish Chandrasekaran, Amazon (ordinary board member, representing Amazon AWS, from item 6 onwards)
• Paul O’Brien, MariaDB plc (ordinary board member, representing MariaDB plc, from item 5 onwards)
• Stanislav Protassov, Acronis

Absent observers:

• Serguei Beloussov, Constructor (formerly SIT)
• Mark Stockford, ServiceNow

Additionally, as non-voting secretary:

• Kaj Arnö, CEO, MariaDB Foundation

1. CEO Update 

1.1 The Staff Meeting, Unconference and Server Fest in Oct

During the first week of October in Finland, we organised a MariaDB (Un)Conference and MariaDB Server Fest from Tuesday to Thursday, with Monday and Friday being allocated for the first staff meeting in over a year (and the first one since our Chief Contribution Officer Andrew Hutchings joined).

The series of events was a clear success, especially as this was the first MariaDB Foundation event in several years with an extensive representation of MariaDB plc – in what we perceived as the “right” spirit. We noted more than twice the amount of plc attendees than Foundation attendees, and our own staff was present with everyone but Anel Husakovic.

The (Un)conference sessions were attended by a wide group of ecosystem representatives, such as sponsors (thank you Webpros), developer community representatives (thank you Kristian Nielsen), suppliers (thank you Codership Galera), and MariaDB plc customers (thank you Elisa). 

The Server Fest presentations were live streamed, recorded and put on our YouTube channel @MariaDBFoundation .  

1.2 Model for and ongoing work on Governance of MariaDB Server

A key session at the Unconference launched a Governance project for MariaDB Foundation. 

We are starting from the MariaDB Server code base, but have noted (and acknowledged) community requests (thank you Peter Zaitsev) for generally widening our scope to overall MariaDB aspects, which in the case of code governance means connectors, containers (Docker), and operators (Kubernetes). Our primary focus will remain code in our own Github repository https://github.com/MariaDB/server. 

Our plan is for a two-level layer of governance rules.

1. The static upper layer (“constitution”) forms the fundament, contains the principles, is set (and amended) by the MariaDB Foundation board, and published on static web pages on mariadb.org.
2. The dynamic lower layer (“individual laws”) goes into details, encodes processes which involve the ecosystem, is set (and amended) as approved by the MariaDB Foundation CEO, and published on the MariaDB Knowledge Base. 

The constitution and law have to fit together.

The work starts from a descriptive phase, where parties involved document how things currently work. It then continues into a prescriptive phase, where actual changes are proposed, discussed, and gradually implemented. 

Work is coordinated by the CEO and involves MariaDB Foundation staff (especially our Chief Contribution Officer Andrew Hutchings), board members (especially our Chairman Eric Herman and MariaDB plc Chief Architect Sergei Golubchik), MariaDB plc staff (especially CTO Jonah Harris, VP SE Mason Sharp, and), and community members (such as Kristian Nielsen). We also expect to involve key code contributors (such as Amazon AWS).

1.3 Follow-up of MariaDB as multi-vendor product

Given our goal to make MariaDB Server a multi-vendor product, we are happy to report a significant feature contribution by Libing Song of Alibaba (MDEV-32894 mysqlbinlog flashback support binlog_row_image FULL_NODUP mode) merged into the code base by Andrew Hutchings. It is about compression of the binary log, and a step worth celebrating. 

At the same time, we do note that in the process of merging the code, we did not completely follow our own quality development guidelines, as we had the pleasant problem of the feature being big enough to require a higher level of testing.

We note there are several more Alibaba contributions underway, and similar indications from Tencent, still too early to celebrate.

1.4 The state of MariaDB plc as a sponsor

MariaDB plc has formally renewed its Platinum membership for the entirety of 2023 and we have sent the corresponding invoice.

As a side note, the CEO pointed out having been interviewed for The Register article MariaDB Foundation CEO claims ‘sanity’ has returned to MariaDB plc.

1.5 The state of finances

With the state of finances obviously being fundamentally improved by Amazon’s payment of their Diamond sponsorship (500.000 €), we still suffer from outstanding payments for 2023. We have about 400.000 € worth of accounts receivable, still with a backlog of unpaid salaries.

1.6 Follow-up on the establishment of an EU subsidiary foundation 

While funds (50.000€) are available for this, our Finnish auditor has not been available for the necessary steps. We expect to officially hand in all necessary papers during 2024.

1.7 Framework for planning 2024

Budget for 2024 currently based on unchanged capacity. Given the state of finances, we will not grow our personnel for now. 

If and when we have resources to expand our personnel, we have to strike a balance between Openness and Adoption.

• Merging community contributions and working with the ecosystem on the developer level has caused a considerable backlog, and existing staff is under pressure. This speaks for adding staff on the developer level.
• At the same time, our Adoption goal would require us to recruit in the area of people helping users to adopt MariaDB Server.

We will rework the role division with MariaDB plc, especially in the areas of the release model, release management, code governance, downloads, documentation.

We will carefully define KPIs that are meaningful and measurable and correlate with our mission.

We will devote special attention to sponsorship renewal and sponsorship growth with different profiles.

As a first step in 2024, we arrange an event in Brussels around the FOSDEM weekend in February. We have a migration initiative, one of a multitude of good common points between plc and us.

Overall, although we are cautious to commit to recruitments, we have a strong outlook for the future. This is because of new sponsors (with other ones coming up after Amazon AWS), with the opportunities offered by the rebirth of MariaDB plc, with the evidence of MariaDB Server becoming multi-vendor, and with the strong interest in making MariaDB Server a platform for generative AI (see item 6).

2. Discussion on Monty’s suggestions for improving MariaDB Foundation structure

Background: The board had received the following material from Monty:

I had a talk yesterday [Saturday 25 Nov 2023] with Eric where he expressed his concern of how commercial companies could potentially use sponsorships to get many corporate board members and that way would be able to change the foundations mission.

I think this is a valid point and I think it would be good to use the board meeting to both close this gap and also fix some other issues related to keeping the foundation’s mission ‘written in stone’.

I suggest that before voting on allowing corporations become board members, also vote on the following issues:

1) No corporation should be able to have directly or indirectly more than one corporate board member.

This does not count personal “non sponsor” membership,  that are given based on merit to persons. Examples:

• Sergei Golubchik, who is working on MariaDB Plc but is a board member representing all MariaDB developers.
• Michael Widenius, who is working on MariaDB Plc, but is a founder.

Other possible similar positions:

• Someone representing the MariaDB users (We don’t have this board member, but we should add it)
• Someone representing Linux distributions ?

2) No single board member should be able to block another user or entity from becoming a board member. Blocking can only happen by majority votes.

3) If the foundation creates another MariaDB Foundation branch or entity (MariaDB Foundation Finland?) it must have the same mission as the original MariaDB Foundation.

4) The MariaDB Foundation mission or the MariaDB foundation bylaws can ONLY be changed if (90% or all-but-one-board-member, whatever is lower) of the existing (not present) board members agrees.

Discussion: At Monty’s request, the CEO gave a short summary of Monty’s four items. As for item 4, he added that the mission statement is based on the Certificate of Incorporation and nearly impossible to change according to Delaware law, whereas the by-laws already contain an elaborate and well-thought-out mechanism for changes. 

Max Mether pointed out that items 1 to 3 are already followed in current practice, asking Monty where any concrete changes would be necessary and whether any further decisions are needed.

Monty replied that his background material is a description of the overall intent behind the mission and by-laws, and considers it sufficient with this being minuted as part of this board meeting, which makes it referenceable for future decisions and actions.

Eric noted that Monty wrote his background material as a fundament for the upcoming decision item 3. There are subtle differences related to organisational memberships, and enabling them is not necessarily for the better. However, the guardrails put in place do mitigate the risks involved, Eric concluded.

As for changes to the mission and by-laws, Eric pointed out that it is clear that the future will change, thus making it necessary for MariaDB Foundation to be able to adapt. 

There was a rough consensus that one person must not have an overall veto for any issue; “the Foundation must not be held hostage by individuals”.

3. Decision on whether to allow both organisational and individual members of the Board

Proposal by Monty: MariaDB Board of Director positions may be allocated to either organisations or individuals. If positions are awarded to organisations, the board meeting electing the new member should appoint “NN to represent Org X” to be a board member, going through the same steps of introduction as individual board members. If the organisational member Org X later wants NN to be replaced by NN2, a representative of Org X shall inform the Board thereof, more than two weeks before any upcoming board meeting, in order to leave time for already established get-to-know processes. The following board meeting shall then confirm the replacement of NN by NN2 on the board, unless the board objects. In that somewhat unlikely scenario, NN remains on the board representing Org X, which leaves Org X with time to introduce NN3 in time for the next board meeting. 

Reasoning: MariaDB Foundation should elect its members based on merit. Some merits are earned by organisations, some by individuals. If organisations with merit have preference for organisational membership, it is wise of MariaDB Foundation to follow the preferences of the merited organisation.

Discussion: At Monty’s request, the CEO read the proposal and reasoning aloud. The debate had already mostly taken place during the previous item 2. We went directly into voting.

Voting: Eric abstained from voting, all others were in favour.

Decision: Motion approved. Both organisational and individual members of the Board are allowed.

4. Replacement of Board member Max Mether (VP MariaDB Server Product Management) with MariaDB CEO Paul O’Brien, representing MariaDB plc. 

Proposal by Monty: Replacement of Max Mether (VP MariaDB Server Product Management) with MariaDB CEO Paul O’Brien, representing MariaDB plc. 

Reasoning: MariaDB plc and its new CEO are again considering MariaDB Foundation vital to its interests. After the adversary relationship between MariaDB Foundation and MariaDB plc, there is now substantial coordination and joint work needed. It is in the interest of MariaDB Foundation to have MariaDB plc represented by its highest officer. Paul has spoken to a number of Board members and is a known and respected person.

Discussion: Monty repeated the reasoning about the importance of MariaDB plc being on the board, as represented by the CEO, as there are vital opportunities to improve cooperation. He also expressed his regrets for the collateral damage of this change de facto meaning the resignation of Max Mether. 

Max supported the idea of MariaDB plc being an organisational member. 

Eric asked Paul for his potential availability. Paul iterated the overall importance of MariaDB Foundation from the perspective of MariaDB plc and the MariaDB Server ecosystem. He stressed that he wants to establish a positive and harmonious working relationship between the two entities.

Voting: Everyone supported the election of MariaDB plc onto the board. Max abstained from voting himself out of the board.

Decision: Max Mether replaced on the board by the organisational member MariaDB plc, represented by MariaDB plc CEO Paul O’Brien.

Eric welcomed Paul as a new board member and thanked Max for his service. 

5. Appointment of Sirish Chandrasekaran, General Manager, Amazon RDS, representing Amazon AWS, to the Board of directors

Proposal by Monty: Appointment of Sirish Chandrasekaran, General Manager, Amazon RDS, representing Amazon AWS.

Reasoning: Amazon AWS represents a large share of the MariaDB Server user base, and is the second largest code contributor to MariaDB Server after MariaDB plc. Amazon AWS is a Diamond Sponsor of MariaDB Foundation and considerably helps us to execute on our mission. Sirish is an observer to the Board and hence a known and respected person.

Decision: Proposal unanimously approved. 

Eric welcomed AWS and Sirish as a new board member.

6. Establishment of supportive body for Gen AI Initiative

Proposal: MariaDB Foundation to establish a Steering Committee for our Gen AI initiative, inviting all interested sponsors and contributors to join.

Reasoning: Putting resources in a Gen AI initiative is important for MariaDB Foundation. It’s a significant area of interest for the ecosystem, and important for adoption. Collaborating around such a resource-intense undertaking is a great example of multi-vendor cooperation, and in line with MariaDB’s value of openness. From an external perspective, this makes MariaDB Server a better fit for a Gen AI platform than MySQL Server, which is single-vendor and not encouraging extensive contributions.

Our reasoning is based on interacting with most of our sponsors since our last Board meeting 3/2023 (Wed 6 Sep 2023). Already then, Amazon suggested MariaDB Server to provide infrastructure for AI through a vector storage engine, similar to pgvector.

With Sergei Golubchik representing MariaDB plc and Vicentiu Ciorbaru representing MariaDB Foundation, a core technical team has now been established, with the initial goal to create an engine that can store and index vectors and search them, based on distance/similarity functions (eg. Euclidean distance and over time expanded to inverted inner product and cosine distances). 

Initial plans have reached the level of a suggested syntax

• MATCH col AGAINST (query [, USING { EUCLIDEAN | PRODUCT [ COSINE } ] )

or

• VEC_DISTANCE(v1, v2)

and the first tasks have been established in the public Jira roadmap tracker, 

• MDEV-32885 VEC_DISTANCE() function
• MDEV-32886 VEC_FromText() and VEC_AsText() functions
• MDEV-32887 k-ANN indexes for vectors

Interest in participation has, besides Amazon, already been expressed by Acronis, Alibaba, Automattic, Constructor, IBM, Intel, and Microsoft. With the growing industry interest and the potential of using MariaDB Server as a platform  for generative AI, it would be wise to create an advisory body to guide technical progress. MariaDB Foundation invites members to join MariaDB plc CTO Jonah Harris and MariaDB Foundation CEO Kaj Arnö on this team, setting goals and reporting back to the MariaDB Foundation board.

Discussion: With time running late, this item was left for email discussion. However, wide support for the idea in general was expressed.

Decision: The Steering Committee is set up and open for board members to join.

Next step: There will be a Zoom presentation and discussion on this item, likely on Thu 14 Dec 2023 at 16:00-17:00 EET. This meeting is recommended for all board members interested in joining the steering committee.

7. Board Meetings 2024

Suggested board meetings, all on Wednesdays 16:00-17:00 EET

• Wed 28 Feb 2024
• Wed 22 May 2024
• Wed 4 Sep 2024
• Wed 27 Nov 2024

Decision: Objections to be sent by email by 8 Dec 2023, otherwise invites will be sent out by 12 Dec 2023 for the above four dates.