This chapter examines the motivations for and practices of library formation, development and management exercised by the Spalding Gentlemen’s Society (SGS), Britain’s oldest provincial learned society and second oldest museum. It contends that civic philanthropy in the form of library formation served as a core activity for SGS members throughout the first fifty years of the Society’s history, and as a key component of the society’s raison d’être. The SGS’s extensive archival and bibliographical holdings provide a means of examining the modes of acquisition, cataloguing and circulation of the three libraries under the SGS’s management in the period 1710–1755: the parish library of St Mary and St Nicolas, the library of Spalding Grammar School, and the library housed in the SGS museum. Spalding’s libraries provide a composite case study that reveals the interconnection of individual and institutional forms of philanthropy at work in eighteenth-century libraries. At the same time, the SGS emerges as a precursor of the later eighteenth-century subscription libraries and literary and philosophical societies that engaged in library formation as a means of fostering sociability, education, improvement and intellectual exchange in local communities throughout Britain.