OIP-263: Dissolve council and move to direct $OVER holders governance

Due to Snapshot limitation this proposal is truncated to 10000 chars, see full proposal at: https://github.com/thales-markets/overtime-improvement-proposals/blob/main/OIPs/OIP-263.md

OIP-263	Dissolve Overtime Council and Move to Direct OVER Holder Voting	Draft	Danijel	Replace Overtime Council governance with direct Snapshot voting by OVER holders.	https://discord.com/invite/overtime-io	2026-05-27

Simple Summary

This OIP proposes dissolving the Overtime Council and moving Overtime governance to direct Snapshot voting by $OVER holders.

Abstract

The Overtime Council is currently a delegated governance body elected by $OVER holders. It consists of 5 members and decides protocol proposals by Council vote.

This model served Thales, and later Overtime, through roughly five years of protocol growth, product iteration, and difficult market conditions. It provided fast delegated decision-making when the protocol required frequent technical, economic, and governance changes.

As Overtime matured, the need for frequent governance intervention declined. Previous changes already reflected this: Council terms were adjusted, the Council was reduced from 7 members to 5, and stipends were reduced.

This OIP proposes the next step: dissolve the Overtime Council and move final OIP approval to direct Snapshot voting by $OVER holders.

The governance flow remains unchanged: GitHub proposal, Discord discussion, then Snapshot vote. The key change is that final approval comes directly from $OVER holders rather than elected Council members.

To address concerns raised during discussion, this OIP also introduces safeguards around treasury voting, adaptive quorum, and an Elder veto mechanism.

Motivation

The Council model was appropriate when Thales was early-stage, with a heavy roadmap, frequent deployments, token launch, staking, migration to Optimism, and later Overtime Markets. Delegated governance let the protocol move quickly while preserving tokenholder legitimacy.

That context has changed.

Overtime is now more mature, with clearer product focus, more stable operations, and fewer major governance decisions. As proposal volume decreased, the need for an elected Council to review and vote on every OIP also decreased.

Council engagement has also become less consistent, creating coordination overhead around proposal discussion and voting. Council stipends made sense when the Council carried a more active governance burden. With lower proposal frequency, continuing the same structure is no longer the most efficient use of protocol resources.

Direct Snapshot voting better reflects the current stage of Overtime governance. $OVER holders should be able to vote directly on protocol changes, while the existing public proposal and discussion process preserves transparency and community review.

During discussion, community members raised valid concerns about direct tokenholder voting without safeguards. These included whale concentration, temporary voting power accumulation, flash-loan-style governance risk, treasury-controlled voting power, and removal of an experienced review layer.

This proposal addresses those concerns while preserving direct $OVER-holder voting as the primary governance mechanism.

Specification

This OIP dissolves the Overtime Council and replaces Council voting with direct Snapshot voting by $OVER holders.

The proposed governance structure is:

1. Overtime Council is dissolved.

2. OIPs continue to follow the existing flow:

   • GitHub proposal publication.
   • Discord discussion.
   • Snapshot vote.

3. Any community member may draft and propose an OIP.

4. If Snapshot posting requires privileged access, authorized team members or governance operators may post the vote on behalf of the proposer.

5. Voting power is based on $OVER token holdings according to Snapshot configuration.

6. Overtime treasury wallets, treasury-associated wallets, treasury-controlled multisigs, and any other protocol-controlled wallets are not eligible to vote using their $OVER balances.

7. Regular OIPs require quorum equal to the lower of:

   • 10,000,000 $OVER voting power; or
   • 30% of circulating voting-eligible $OVER supply.

8. Meta-governance OIPs require quorum equal to the lower of:

   • 15,000,000 $OVER voting power; or
   • 50% of circulating voting-eligible $OVER supply.

9. Regular OIPs require at least 60% majority to pass.

10. Meta-governance OIPs require at least 80% majority to pass.

11. Council stipends are discontinued once the Council is dissolved.

12. Each Snapshot vote may be vetoed by at least 3 former Overtime Council members, acting as governance Elders, publicly vetoing it in Discord before the vote is considered final.

13. Active core contributors are excluded from acting as Elders for this veto mechanism.

14. New Elders may be added if at least 3 existing Elders publicly approve the addition in Discord.

For the avoidance of doubt, $OVER held by the Overtime treasury, treasury-associated wallets, treasury-controlled multisigs, or other protocol-controlled wallets must not be used to vote on Snapshot proposals. Governance voting is intended to reflect circulating, voting-eligible $OVER holders, not protocol-controlled balances.

For quorum purposes, circulating $OVER supply means circulating voting-eligible supply. This excludes treasury-held and protocol-controlled $OVER that is not eligible to vote.

Quorum is adaptive and should account for future reductions in circulating voting-eligible supply, including token burns.

• Regular OIP quorum = min(10,000,000 $OVER, 30% of circulating voting-eligible $OVER supply).
• Meta-governance OIP quorum = min(15,000,000 $OVER, 50% of circulating voting-eligible $OVER supply).

The Elder veto safeguard addresses concerns around whale concentration, temporary vote accumulation, and removal of the Council as a governance review layer.

Elders do not replace tokenholder voting or recreate the Council. Direct $OVER-holder voting remains the primary governance mechanism. Elders provide only a limited emergency safeguard against proposals that are clearly malicious, rushed, governance-breaking, or otherwise harmful to the protocol.

The veto should be exceptional, not a regular second approval layer. Active core contributors are excluded from acting as Elders so the core team cannot use the veto to block proposals single-handedly.

This OIP changes the approval mechanism for OIPs. It does not remove the existing public proposal and discussion process.

Rationale

The Council was useful because Thales was early, technically active, and required frequent protocol decisions. Later, as proposal volume decreased, the Council was reduced from 7 members to 5 and stipends were reduced.

Moving to direct $OVER-holder voting is the logical next step.

It improves governance by:

• Giving $OVER holders direct decision-making power.
• Removing coordination friction around Council voting.
• Reducing unnecessary governance costs.
• Preserving the public OIP discussion process.
• Keeping higher thresholds for meta-governance changes.

Quorum should require meaningful participation while remaining practical as $OVER supply changes. A fixed quorum alone could become too restrictive if a large portion of supply is burned. Therefore quorum is the lower of a fixed $OVER amount or a percentage of circulating voting-eligible supply.

For regular OIPs, quorum is the lower of 10,000,000 $OVER voting power or 30% of circulating voting-eligible supply. For meta-governance OIPs, quorum is the lower of 15,000,000 $OVER voting power or 50% of circulating voting-eligible supply.

The 60% regular threshold avoids simple narrow-majority capture, while the 80% meta-governance threshold gives stronger protection for governance rule changes.

Excluding treasury-controlled $OVER from voting is important because the purpose of this OIP is to move decision-making power to $OVER holders, not to protocol-controlled wallets or multisigs using treasury-held tokens.

The Elder veto is a compromise between direct tokenholder governance and concerns raised during discussion. It gives the protocol a lightweight emergency safeguard without preserving the current Council structure. Since at least 3 former Council members must veto publicly in Discord, any veto is transparent, attributable, and socially accountable. A single person cannot override tokenholder votes.

Excluding active core contributors from the Elder role ensures the veto is an independent safeguard, not a core-team control mechanism.

Test Cases

N/A

Implementation

Governance operators should:

1. Update Snapshot settings for direct $OVER-holder voting.
2. Exclude treasury-associated and protocol-controlled wallets from voting power where possible.
3. Configure regular OIP quorum as min(10,000,000 $OVER, 30% of circulating voting-eligible $OVER supply).
4. Configure meta-governance quorum as min(15,000,000 $OVER, 50% of circulating voting-eligible $OVER supply).
5. Configure regular proposal approval at 60% majority.
6. Configure meta-governance approval at 80% majority.
7. Discontinue Overtime Council stipend payments.
8. Establish and publicly document the initial Elder set.
9. Document the public Discord veto process.
10. Update public governance documentation.

Copyright

Copyright and related rights waived via CC0.