"Members need to be aware of some very serious issues in the documentation before they vote and we strongly urge all members to carefully read and question the detail in the proposed merger documents before voting," Mr Pedersen said.
He said both he and Mr Ritchie had flagged their concerns and asked for more information around the merger and process but had been left with no choice but to resign "so we can speak out".
While accepting that when a board votes by majority any decision needs to be accepted by the dissenting members, he said there had been no formal resolution from the Farmlands board to support the merger .
"We could have stayed on the board and kept our mouths shut but morally we believe that is wrong," he said.
He said the worrying thing was that many Farmlands members they had spoken to had assumed the board had unanimously accepted the merger: "It has not and certainly both Hugh and myself are against it. We're just hoping that when members learn that not all the board agrees with a merger, then they'll take a much closer look at the proposal."
Mr Pedersen has been on the board for about a year but said the merger plan had been under way for about year prior to his election. He said he was not worried about that process being started and kept under wraps because he said any talk of mergers impacts on staff as well as sparking interest among the competition.
"But so far all the media releases about this proposal have promoted the idea that the board has been 100 per cent behind it."
And he said as yet no agreement had been reached about member representation on the merged entity.
"The ward and voting system is not clear in the merger documents and it's open to the North and South Islands having different election rules and processes," Mr Pedersen.
If it goes ahead, the merged business will will operate 47 farm merchandise stores in the North Island and 31 in the South Island.
Members get the chance to vote on the proposal next month when two rounds of meetings will be held around the country.
