The Royal Society of New South Wales traces its origins to The Philosophical Society of Australasia, established in 1821. Subsequently, the Philosophical Society became inactive but was revived in 1850 as The Australian Philosophical Society and was known by that name until 1856, when its name was changed to The Philosophical Society of New South Wales. In 1866, Queen Victoria granted Royal Assent to the Society and it assumed its present name. The Society was incorporated by an Act of the Parliament of New South Wales in 1881.

Rules and By-laws were published at the time of the granting of Royal Assent. Revisions to these were published in 1870, 1875/6, 1900, 1912, 1943, 1968 and 2003, with subsequent minor amendments.

In 2020, the Council undertook a major review of the Rules and By-laws, to remove inconsistencies and to update them, given advances in technology since 2003 and the significant increase in membership of the Society following the introduction of the new Fellow membership grade in 2014. These Rules (incorporating the By-laws) were approved by the membership of the Society at the Ordinary General Meeting held on 9 December 2020.

In February 2023 and April 2024, the Council recommended minor changes to the Rules to ensure they continued to meet the needs of the Society and its members and to reflect contemporary governance practice. In accordance with Rule 32, the recommended changes were put to members, with voting conducted by electronic ballot. The current Rules, which varied the criteria for Fellowship (Rule 10) took effect from noon on 2 September 2024 having been confirmed at the Ordinary General Meeting held on 4 September 2024.

The Act of Incorporation and the current Rules are shown here: Act and Rules (PDF).