The Victorian Farmers Federation board has rejected a call for an extraordinary general meeting, describing it as "defective" when it comes to the Corporations Act.
VFF President Emma Germano said the board met on Friday and noted a request for an EGM.
"The current request for an EGM is defective in regard to the Corporations Act and the EGM cannot be validly held, and the EGM cannot be validly held, associated with this request," Ms Germano said.
"However, the board resolved to issue a notice of intention to call an EGM on November 20, for the purposes of amending the constitution.
"We will invite all members to provide feedback on the constitution and lodge other resolutions to the EGM."
The board met to discuss the call for an EGM for the first time today. (Friday).
The position has been rejected by the group of disaffected members, who called for the EGM.
The sole resolution to be put to the EGM is for the board to be dissolved and all elected positions, including Ms Germano 's position and those of commodity group presidents be spilled.
Members said they were upset about the decision to cash in the VFF Grain Group's deed poll fund of about $10 million, as well as expressing dissatisfaction over staff cuts.
There have also been claims the VFF was not listening to its members.
One of the spokesmen for the disaffected group, Rupanyup grain grower, Andrew Weidemann said they would not let the matter rest.
"They are stating they don't believe the resolution is valid - we will take legal counsel, and respond accordingly," Mr Weidemann said.
"The particulars surrounding it [rejection of the call] have not made clear to us by the company secretary.
"We will again be speaking with the Australian Securities & Investments Commission in regards to this process, and will respond accordingly."
Asked if the group would pursue the matter, Mr Weidemann said:
"Oh definitely - the resolution is very clear and quite explicit," he said.
"The company secretary has not actually defined where the resolution has failed, in his response."
Ms Germano said the board approved a new tiered membership structure, further solidifying the core focus of the VFF.
"Transformation of the VFF is well underway and we're hard at work to ensure the organisation is positioned to deliver for all members and Victorian farmers in the years ahead," Ms Germano said.
"A new membership structure with tiered categories was agreed to and will ensure VFF membership delivers on value for money and helps engage farmers to have their say on pressing issues.
"We're already starting to see the signs of progress, with the organisation returning recently to a long-awaited surplus and we're no longer relying on debt, to fund our operations."
Ms Germano said all Victorian farmers were encouraged to attend the 2023 VFF Annual Dinner and Conference on July 24 and 25 at the Melbourne Cricket Ground to learn more about the VFF's transformation.