The constitutional changes would have further limited the size of the Fonterra Shareholders' Fund from a previously endorsed 25 per cent to 20 per cent.
The board will take this resolution back to the next annual meeting in November for shareholders to reconsider.
In the interim, further planning on TAF would proceed for launch in November, a Fonterra statement said.
When it is implemented, TAF will allow trading in shares among farmers in what will be a private market.
The second part of TAF will be a Fonterra Shareholders Fund, through which farmers and the investing public can gain access to Fonterra dividends but without owning a Fonterra share.
The moves are designed to eliminate Fonterra's redemption risk - which is when the co-operative has to buy back shares from its farmer members when they want to sell - and provide a more permanent capital base for the dairy giant to build on.
The scheme's detractors feared it would dilute farmer ownership of their industry and allow outside investors to exert influence on the size of dividend payments and, by doing so, put downward pressure on the farm-gate milk price.
Van der Heyden said that when it became clear the second resolution was not going to achieve the required 75 per cent, the board met and made a decision to put it to shareholders again at the annual meeting in November.
In June 2010 shareholders voted for the Fonterra Shareholders Fund to represent no more than 25 per cent of the total shares outstanding. Yesterday's resolution was designed to tighten that figure to 20 per cent.
"We just wanted to tighten up on some of the parameters so that's why we think it's important to take that back to farmers at the annual meeting towards the end of the year," van der Heyden said.
He said the board would proceed with TAF, but that it would still be subject to conditions.
Enabling legislation still needs to pass through Parliament and Fonterra still has to get regulatory waivers.
Former Federated Farmers Dairy chairman Lachlan McKenzie said it was a less-than-resounding endorsement.
"In co-operative terms, it is not a clear mandate so that's why I believe the board and the Shareholders Council has to have a significant think and a programme of reconciliation," McKenzie said.
Federated Farmers Dairy vice-chairman Andrew Hoggard said he was pleased with the result but had hoped it would be "slightly more clean-cut".
"There's still 34 per cent of the company that's not happy."
Federated Farmers Dairy chairman Willy Leferink said yesterday's meetings were a "once in a decade vote".
"The board's got to deliver now."
- Jamie Gray of APNZ
- Additional reporting by Keiran Campbell
Cautious response from potential scheme investors
Investors are taking a wait-and-see approach when it comes to buying into a unit trust linked to Fonterra's Trading Among Farmers scheme.
Fonterra's farmers voted in favour of Trading Among Farmers (TAF) yesterday, giving non-farmers the potential to buy units in an NZX-listed unit trust touted for a November launch.
Under the plan, farmers would be able to place shares with a Fonterra Shareholders' Fund and be paid the share value for the rights to dividends and any change in market value, while retaining voting rights.
The fund would raise the money to pay farmers by selling investment units, which would be managed through the stock exchange.
BT Asset Management's Matt Goodson said he would wait to see a prospectus on the investment before making any decisions.
"From what we have seen so far, people think they are getting exposure to the milk price but it seems to be more of an investment in the finished product. That's a fairly tough business to be in."
Goodson said supermarkets already put a squeeze on the margins for value-added products such as butter and cheese.
He also questioned the incentives for investors with the scheme set up to benefit its business owners - the farmers.
"Fonterra has always been the long-awaited holy grail. But clearly, this isn't Fonterra being listed."
However. others were more upbeat.
Forsyth Barr head of private wealth research Rob Mercer expected it to be attractive to many New Zealanders who up until now had limited opportunity to invest in the dairy industry.
"Most people have a very positive view of the market position of Fonterra."
He said a downside was that the proposed structure would be hard for some to understand but he believed people would look past the non-voting aspect of the offer.
"If you push aside the special-purpose vehicle it is still, in effect, an investment in Fonterra's corporate business," he said.
"It is different to the dairy payout. But they are methodically expanding their capabilities in global markets."
Mercer expected the investment to be attractive to foreign buyers, although the non-voting aspect and size of the investment could limit bigger investors.
OnePath senior investment analyst Craig Brown said the amount traded would potentially be around $500 million worth of shares.
"It would be classed as a mid-cap for New Zealand based on the liquidity level. But globally, it doesn't meet some of the hurdles for a number of international funds."
Brown said it could be something that KiwiSaver investors put their money into but he was waiting to see the details before committing to any investment.
"But it comes down to the overall structure - it's not ideal."
Brown said part of being an equity investor was the ability to influence the strategy of a business and appoint directors - which are not an option under the Fonterra investment.
"That certainly is one aspect that is not ideal. But you have got to recognise the nature of the entity."
- Tamsyn Parker
