A preliminary meeting of the Historic Society of Lancashire and Cheshire was held 170 years ago in December 1847. The three founder members were men successful in their various chosen careers, united by an interest in history and antiquities. This article looks at the evolution of the Society over the first few decades of its existence, showing how an initial attempt to broaden its appeal nearly led to its downfall. Brief biographies of some early members of the Society show how the membership reflected developments during these first few decades of the Society. The biographies are linked to discussion of how the Society’s view of its own scope and role in an era of rapid change exemplifies the evolution of early learned societies in contemporary provincial England. It concludes that, although in the nineteenth century there was a move away from the earlier ideal of the cultured polymath, membership of learned societies remained the preserve of the affluent middle classes.