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, a Charter Committee was formed which decided that an Additional Charter should be requested to include a number of significant changes to the Fellowship and to the 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 the Fellowship voted to petition the Privy Council for a change in the Charter which would expressly allow women to be elected as Fellows. An Additional Charter was granted in 1904 which allowed the Society ‘to elect such persons without distinction of sex to be Fellows’. The Bye-Laws were revised accordingly and on 17 November that year the first women were elected as Fellows.

Another 100 years passed before the Society needed another update to its Charters, primarily to enable the Society to enter into a lease agreement with the British government to continue occupancy of its rooms at New Burlington House. The 2006 Supplementary Charter also formalised the procedure for future modification of the Charters, and introduced formatting to improve understanding. A decade later, the Society embarked upon a journey to improve its governance, resulting in major changes to the composition and activities of its Council and a complete re-write of its Bye-Laws. These necessitated further changes to the Royal Charters and the opportunity was taken to petition for a streamlined, more understandable Supplemental Charter which included removing provisions which were redundant or now normally considered matters for Bye-Laws, and consolidating three previous Charters into one, simpler document. The Fellowship approved these changes at an Extraordinary General Meeting (EGM) on 23 March 2023, and after consideration by the Privy Council, the Supplemental Charter was passed under the Great Seal by the Crown Office on 21 November 2024.

For further details on the history of the Charters read The Linnean Society of London’s Royal Charters in our membership publication, The Linnean.

As would be expected, over its long history of more than two centuries the Bye-Laws of the Society have been revised on many occasions, and far more frequently than the Royal Charters. The most recent of these modifications was started in 2020 as part of the governance review, when the Society’s Council constituted a Bye-Laws Revision Group to scrutinise its Bye-Laws, and compare them with those of similar organisations. The most significant proposed change was the establishment of a third tier in the governing documents – Standing Orders – and the removal from the Bye-Laws of provisions delegated to the Council to these Standing Orders. The many alterations recommended by this working group necessitated the writing of a completely new set of Bye-Laws, which were approved by the Fellowship, along with the petition for a Supplementary Charter, at the EGM in March 2023, and came into legal effect on 21 November 2024 when the Supplementary Charter was sealed.

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