Board Meeting 3/2025 Minutes: Wed 21 May 2025 16:00-17:05 EET

Present board members:

  • Kaj Arnö, Chairman 
  • Todd Boyd (IBM)
  • Eric Herman
  • Espen Håkonsen (Crayon Group)
  • Sergei Golubchik (ex-officio as Developer Representative; MariaDB Corporation)
  • Sean Xiang Peng
  • Jignesh Shah representing Amazon AWS
  • Steve Shaw (HammerDB)
  • Rohit de Souza, representing MariaDB plc
  • Michael Widenius (ex-officio as Founder; MariaDB Corporation)

Absent board members:

  • Todd Boyd (IBM)

Present observers:

  • Barry Abrahamson (Automattic) 
  • Michal Schorm (Red Hat)
  • Jim Zemlin (Linux Foundation)

Absent observers:

  • Serguei Beloussov (Constructor)
  • Peng Khim (DBS Bank)
  • Stanislav Protassov (Acronis)

Additionally, as non-voting secretary:

  • Anna Widenius, CEO

1. Decision: Relocating MariaDB Foundation to Finland

1.1 Proposal

The goal is to dissolve the existing US based MariaDB Foundation in Delaware and consolidate all operations under the already-established Finnish foundation OpenSQL Foundation sr, which will be renamed the MariaDB Foundation sr.

This decision follows a thorough US and EU legal review and reflects a desire to streamline operations, reduce administrative overhead from running parallel foundations, and align structurally with the Foundation’s primarily European presence as an employer. The move will also better position the Foundation to pursue EU grant opportunities and collaborations related to digital sovereignty.

The transition process involves:

  • Terminating the current trademark agreement with MariaDB plc (Delaware foundation).
  • Establishing a new trademark agreement with MariaDB plc (Finnish foundation).
  • Formally dissolving the Delaware foundation via board resolution and legal filings.
  • Renaming the Finnish foundation to “MariaDB Foundation sr.”, with appropriate support letters from MariaDB plc to the Finnish Patent Office.
  • Reviewing and, if necessary, amending the bylaws of the Finnish entity to match the US foundation’s governance and ensure compliance with Finnish law.
  • Updating mariadb.org and related public records accordingly.

Legal counsel (MariaDB plc lawyer Petr Babarykin and external advisors) will oversee document preparation. 

1.2 Discussion on Rationale for Relocating the Foundation to Finland

Board member Jignesh Shah asked what key differences, advantages, or potential downsides the board should be aware of in relocating the Foundation from the United States (Delaware) to Finland. Specifically, he inquired about legal implications, operational impacts, and the overall motivation behind the move.

Board member Eric Herman responded that the U.S.-based Foundation is currently recognized as a nonprofit only at the state level (Delaware), and does not have federal nonprofit status in the U.S. By contrast, the Finnish entity is already recognized as a fully compliant nonprofit under EU law, offering greater clarity and stability from a legal standpoint.

CEO Anna Widenius added that the operational burden of running a US foundation while most staff are based in Europe, Africa, and Australia creates significant complications in accounting, tax reporting, and payments. She also emphasised the strategic opportunity to benefit from EU grant programs and to collaborate with actors focused on digital sovereignty, a topic that will be further explored in upcoming board discussions.

1.3 Decision

The proposal was unanimously approved. A formal decision will be finalised via email-based extraordinary board resolution, expected within June 2025. The board will be given one week to review documents and sign via DocuSign.

1.4 Discussion on follow-up

The potential strategic advantages of this move—particularly with regard to European grants, regulatory alignment, and geopolitical independence—were briefly discussed. Board members were invited to contribute further ideas and contacts regarding European funding and digital sovereignty partnerships.

2. Follow-up and decision: Updates to By-laws 

2.1 Follow-up

The Chairman noted that the decision from item 7. Decision: Changes to the Bylaws of the previous Board Meeting 2/2025 Minutes: Wed 12 Mar 2025 has been implemented, in that Section 5.02. Number: Qualification of the By-Laws of MariaDB Foundation at https://mariadb.org/bylaws/ has been modified by adding the sentence Each election of a new Director shall never increase the share of Directors who are employed by, or hold a shareholder interest of more than 1 %, in any individual sponsor to more than 25%.

The ex officio Directors appointed as “Founder” or “Developer Representative” have asked for postponement regarding their potential right to appoint their successors, until after the moving of the Foundation to Finland is finalised.

2.2 The interpretation of “are employed by”

The Chairman noted that the exact interpretation of “are employed by” has been discussed between board members. This has been triggered by Steve Shaw’s company HammerDB having entered a contract with MariaDB plc to deliver services related to performance, as is described in some detail in the interview blog entry on Open Source Performance, Benchmarks and MariaDB: A Conversation with Steve Shaw.

The intent has been to broaden the definition of “are employed by” from formal employment agreements, in cases where the individual in question is a de facto employee even if their contract is not phrased as an employment contract. At the same time, the intent is to retain the possibility for board members to work for entities which have sponsors as customers without being counted as employees of the sponsor. 

A working assumption is that most relevant jurisdictions define a similar independence from a taxation perspective, to prevent legal entities from being formed to evade personal income tax. In the UK, the term for this legislation is IR35.

2.3 Proposal

The interpretation of “are employed by” is to include contractors, in case the contract has most aspects of an employment contract and is interpreted by local taxation authorities as such. Cases where the individual retains independence to enter similar agreements with other parties are not considered to be employment contracts.

2.4 Clarification and Discussion Regarding Steve Shaw’s Engagement

Board member Steve Shaw (HammerDB) provided clarification regarding his contractual status with MariaDB plc:

  • His contract has been legally reviewed in the UK and is explicitly classified as outside IR35, meaning he is not considered a “disguised employee.”
  • He operates independently through his own company, provides services around his open-source tool HammerDB, and retains the right to enter into agreements with other entities.
  • As evidence of this independence, he recently signed an NDA with a third-party consultancy to explore separate service offerings related to HammerDB.
  • He emphasised that while he contributes performance insights, the actual implementation work is done by MariaDB engineers, and he sees his role as providing fresh external perspective.

Board member Jignesh Shah (AWS) raised questions to clarify potential legal and tax implications:

  1. He asked whether Finnish employment law is the only relevant jurisdiction after the foundation’s move to Finland, and how Finland classifies disguised employment.
    • Anna Widenius confirmed that Finnish law had been reviewed and that it has clear rules analogous to the UK’s IR35 legislation.
  2. Jignesh further inquired whether such contracts might inadvertently create obligations or liabilities for MariaDB plc or other related entities.
    • Rohit de Souza assured the board that, based on legal review, “this does not apply.”
    • Michael “Monty” Widenius added that the Foundation does not exchange money for goods or services, only collaborates, which reduces legal exposure.

Board member Rohit de Souza (MariaDB plc) offered extensive praise for Steve’s contribution:

  • He described Steve as “the definitive expert on performance” and a “recognised industry leader.”
  • Steve’s insights have already led to the identification and resolution of major performance regressions, including LSN and MDL bottlenecks.
  • The engineering team has seen such impact that Rohit was asked to propose a spot bonus for the developers involved.
  • An internal message from the engineering team was shared:
    “This is contributing to some significant improvements in performance in a very short space of time. The response on the release regressions and work to resolve bottlenecks has been outstanding.”

The CEO further noted that Marko Mäkelä’s fixing of the LSN mutex bottleneck and Sergej Vojtovich’s MDL improvements, spurred by this work, achieved a 1.25x speedup.

The Chairman reminded the board that the discussion was not about Steve’s merits (which are undisputed), but about the proposed interpretation of “are employed by” in the bylaws.

2.5 Decision

Proposal unanimously approved.

3. Status report: MariaDB for Universities

3.1 Release of lecture materials

The Chairman introduced the agenda item by pointing to the announcement blog entry earlier this week, Releasing MariaDB for Universities: Lecture Materials for a New Generation.

The MariaDB for Universities lecture materials are now publicly available at https://uni.mariadb.org and are divided into developer materials (uni.mariadb.org/dev) and database administrator (DBA) materials (uni.mariadb.org/dba).

Both are accessible in HTML format and via a linked GitHub repository (https://github.com/MariaDB/mariadb-for-universities/), and licensed under Creative Commons Attribution-NonCommercial-ShareAlike (CC BY-NC-SA) — a copyleft-style license analogous to GPL, but for documentation.

Kaj emphasized that these materials are designed not only for use in universities but also for independent learners. No registration is required to access the content, and it is suitable for individuals outside academia who wish to gain MariaDB skills.

The materials were originally produced by MariaDB plc and are now released under an open license for the benefit of the wider community. The goal is to encourage widespread adoption, with special attention to adapting the materials for university teaching practices, including potential faculty contributions.

3.2 Call to action

Board members were encouraged to:

  • Read and share the blog post introducing the materials
  • Circulate the content to their alma maters or universities with which they have ties
  • Provide feedback or ideas for expanding and enhancing the course material

3.3 Discussion: AI Readiness

Board member Jignesh Shah (AWS) asked whether the materials were designed to be AI-friendly, meaning compatible with how AI models process and learn from structured content.

Kaj confirmed that:

  • The material is authored in Markdown using a tour-style format, with bullet points and modular structure.
  • The conversion process from PDF to Markdown has already involved AI tools.
  • There is strong interest in extending this further, with Robert Silén (collaborator on the project) having relevant experience in AI integration.

Kaj expressed an openness to all suggestions that would improve the AI accessibility and value of the lecture material.

3.4 Discussion: Licensing Clarification

Board member Eric Herman raised a concern about the chosen license: CC BY-NC-SA, specifically the “non-commercial” clause, and whether it could pose a barrier for universities adopting the material.

Kaj responded that:

  • No objections had been raised so far, based on discussions with approximately six universities.
  • MariaDB plc., as the originator of the material, has clarified that it will not interpret “non-commercial” in a restrictive way for recognised academic institutions, even if they charge for tuition.

Eric noted that this assurance helps prevent potential ambiguity for universities concerned about licensing implications.

Kaj reiterated that the foundation will follow up on this topic between meetings, especially with those board members who have academic affiliations or outreach possibilities.

4. Status report: Creating a vibrant community using contributions

The Chairman presented the status of efforts to strengthen MariaDB’s open source community by encouraging contributions. This initiative supports the Foundation’s strategic goal of making MariaDB vibrant as a developer community.

4.1 AWS AI Agents for Contribution Support

Kaj reported on a breakthrough initiative by AWS, particularly highlighting a presentation by AWS employees Bardia Hassanzadeh and Hugo Wen at the Bremen meetup titled “Amazon’s AI-agents for MariaDB Contributions.”. AWS has developed AI agents that:

  • Identify beginner-friendly MDEVs (MariaDB Jira issues) based on user impact and feasibility for newcomers.
  • Add contextual clarity to issue descriptions to ease overall planning of the work on a chosen MDEV.
  • Eventually aim to assist in actual coding using tools like Cursor or similar.

Six MDEVs have already been processed through AWS internal hackathons using these tools. Importantly, AWS plans to make these AI tools available via Jira to external contributors in the future.

Kaj expressed the Foundation’s gratitude and enthusiasm about this pushing-the-envelope initiative by AWS, asking Jignesh for a commentary.

Jignesh Shah (AWS) confirmed the importance of such initiatives to level the playing field for open source databases and expressed AWS’s commitment to enhancing their contribution pipeline to MariaDB.

4.2 Helsinki Hackathon with Python Community

The Chairman and the CEO reported on a two-month hackathon in collaboration with the Helsinki Python Meetup Group (2,000 members; ~100–300 event attendees). The results included:

  • 7 proposals submitted
  • 5 completed submissions
  • 3 award-winning entries, including one completely new open source project

The standout contribution was the MCP (Model Context Protocol) server interface to MariaDB Vector (https://github.com/mariadb/mcp), enabling AI agents to interact with MariaDB. The project was contributed by David Ramos under an MIT license and is being extended by MariaDB plc engineers to include overall MariaDB Server features, on top of the existing Vector capabilities.

The Foundation seeks guidance from board members on how to replicate the hackathon model elsewhere — both in terms of audiences and technical topics.

4.3 Defining Contribution Types: Integration vs. Innovation

Kaj introduced a useful conceptual distinction, as a takeaway from the Hackathon process in Finland:

  • Integration Contributions: Focus on making MariaDB available and easy to use in various environments—via connectors, frameworks, drivers, GitHub PRs, etc.
  • Innovation Contributions: Either showcasing clever uses of existing MariaDB features, or extending its features, such as building applications that demonstrate the value of MariaDB’s capabilities (e.g. a RAG app using YouTube transcripts to guide viewers towards interesting videos and learnings, as submitted in the Hackathon).

The Foundation is now actively mapping out other potential “bubbles” or communities for engagement—including not only Python and MDEVs, but also other AI frameworks and programming languages.

Universities were mentioned as key stakeholders. Many would benefit from demo applications or use cases that show MariaDB’s capabilities in end-to-end scenarios.

4.4 Call to Action

Kaj reiterated the call to board members for:

  • Suggestions on hackathon topics and partners
  • Ideas for demo applications
  • Feedback on how to best drive integration and innovation

Jignesh Shah (AWS) added that React should not be forgotten, as it is increasingly central in frontend development. He noted the historical importance of the LAMP stack and proposed that MariaDB ensure smooth React integration. Kaj accepted this as an action item and will look into it.

5. CEO Update 

The CEO Anna Widenius provided an extensive update on recent developments since the previous board meeting, highlighting significant progress in collaboration, outreach, and operational maturity:

5.1. Participation in Plc Off-site Executive Meeting

Anna and Kaj were invited to attend the Plc executive off-site in Lisbon earlier in May — marking the first time Foundation leadership participated in such a high-level Plc event. The engagement facilitated mutual understanding and alignment between the Foundation and MariaDB Plc:

  • Anna presented the Foundation’s mission and role, helping clarify its function and strategic value to Plc leadership.
  • Collaboration was initiated with several Plc teams on Foundation initiatives.
  • Ideas were exchanged for a more unified approach to sponsorship renewals and external engagement.

5.2. Hackathons and Community Outreach

The success of the Helsinki Hackathon was noted as a milestone after prior failed attempts. Compared to zero previous participation, the seven submissions and three awarded projects represent major progress. This momentum has drawn attention:

  • The Plc CFO Conor McCarthy expressed support and offered a potential $25,000 budget allocation for future hackathons.
  • Plans are underway for a more ambitious hackathon around September–October, incorporating lessons learned and product input from Plc to define compelling themes.

5.3. Improved Engineering Collaboration

A new structured approach has been established with MariaDB Plc Engineering for processing code contributions:

  • Plc’s sprint planning now includes explicit capacity for reviewing community contributions.
  • This enables the Foundation to develop dashboards inspired by Linux Foundation models—particularly tracking metrics like contribution response time, which is crucial for improving contributor experience and trust.

5.4. Sponsorship Policy Update

Inspired by Linux Foundation’s model, the Foundation revised its Silver sponsorship tier:

  • The tier is now scaled to company size, making it more accessible.
  • This revision already generated several confirmed new sponsors, with ~15 more in the pipeline.
  • While financial gains are moderate, the primary value lies in increased visibility and cross-marketing opportunities with industry players.
  • Anna invited board members to suggest additional companies who might benefit from joint marketing exposure via sponsorship.

5.5. Events and Meetups

The Foundation has restructured its events strategy:

  • MariaDB Server Fest now occurs quarterly, aligned with major releases.
  • Efforts are increasing to participate in high-profile global events, often via sponsorship partners such as IBM, AWS, and Intel.
  • Meetups are being actively expanded, with recent events in Bucharest and Bremen focused on university collaboration and contribution education.
  • The London meetup, co-hosted by AWS and organized by Steve Shaw, was particularly successful, generating further invitations for events in Dublin, Tel Aviv, Dubai, and the Bay Area.

These community events typically run for approximately three hours in the evenings, including technical presentations and informal networking (often involving pizza and drinks). Hybrid formats are employed to support international participation.

Kaj added that the “MariaDB for Universities” initiative is part of a broader training and certification strategy, with additional opportunities under exploration in collaboration with Plc.

6. Board meetings 2025

Upcoming board meetings (in addition to the June extraordinary board meeting over email and DocuSign), all on Wednesdays 17:00-18:00 EET

– Wed 3 Sep 2025

– Wed 26 Nov 2025