Charter, Bye-Laws and Standing Orders

The governing documents of the Society are its Charter, Bye-laws and Standing Orders. Together these comprise the Constitution of the Society.

When the Society was instituted on 18 March 1788, it was governed by two letterpress pages of Rules and Orders. By the turn of the century, when membership had grown to over 200, the future constitution of the Society came under review. Some Fellows suggested a Deed of Trust, but the Society opted for incorporation by Royal Charter. At that time this was the sole means by which a group of individuals could be turned into a single legal entity with all the powers of a natural person: an incorporated body. For this reason Royal Charters were used to establish organisations such as cities, universities and learned societies.

George III, the King in Council, ‘being desirous to promote every kind of improvement in Art and Sciences’, formally recognised the Society with a Royal Charter of Incorporation, which was granted on 26 March 1802. The objectives of the Society were the ‘cultivation of the science of natural history in all its branches, and more especially of the natural history of Great Britain and Ireland’. The Charter also standardised the name as The Linnean Society of London, one of several variants used in preceding years.

On the granting of the first Royal Charter in 1802, the Society’s internal regulations were expanded into 17 chapters of Bye-Laws, covering 28 pages in a slim book, published along with the Charter. Although the Society’s Bye-Laws have been much modified over the years, and will continue to be as the world evolves, there are several provisions in these first Bye-Laws that have stood the test of time, shining through to the present and connecting us with our past.

In June 1902, almost exactly 100 years after the granting of the first Royal Charter, the Council of the Linnean Society formed a Charter Committee, where it was agreed that an Additional Charter would be requested to include a number of significant changes to the Fellowship (FLS) and to Council. One of those changes would be the election of women.

Thanks to the perseverance of Mrs Marian Sarah Ogilvie Farquharson and her supporters, in 1903 Society members voted at a Special General Meeting to petition for a change in the Charter which would expressly allow women to become FLS. The 1904 Additional Charter allowed for the Society ‘to elect such persons without distinction of sex to be Fellows’, and the Bye-Laws were revised accordingly. On 17 November 1904, the first women were elected as Fellows.

In 2020 the Society’s Council constituted a ‘Bye-Laws Revision Group’ to scrutinise the Bye-Laws, compare them with those of similar organisations, and propose changes. After a period of consultation, the Fellowship adopted the proposed new Supplemental Charter & Bye-Laws at the Extraordinary General Meeting (EGM) on 23 March 2023. These were then passed on to the Privy Council for consideration and advertised in the London Gazette. Having been approved by the Privy Council, the new Charter & Bye-Laws took legal effect on 21 November 2024 when it was passed under the Great Seal by the Crown Office.

The Standing Orders are the rules established by the Council to manage the affairs of the Society and its business.