109OAG73

Gen. 73] 73

INTERSTATE COMPACTS
HEALTH OCCUPATIONS – PHYSICIANS – WHETHER THE FULL
INTERSTATE MEDICAL LICENSURE COMPACT
COMMISSION CAN LIMIT THE POWERS OF ITS EXECUTIVE
COMMITTEE – WHETHER THE SAME COMMISSION CAN
ADMINISTER ANOTHER INTERSTATE COMPACT
November 13, 2024

Dr. Harbhajan S. Ajrawat
Chair, State Board of Physicians

Christine A. Farrelly
Executive Director, State Board of Physicians

Maryland is a member of the Interstate Medical Licensure
Compact (the “Compact”), which offers physicians a streamlined
process for becoming licensed to practice medicine in multiple
states. See 2018 Md. Laws, ch. 470; Md. Code Ann., Health Occ.
(“HO”) § 14-3A-01. The Compact establishes an agency, the
Interstate Medical Licensure Compact Commission (the “Interstate
Commission”), to administer the Compact, and further provides for
an executive committee, which “shall have the power to act on
behalf of the Interstate Commission, with the exception of
rulemaking, during periods when the Interstate Commission is not
in session.” HO § 14-3A-01 (Compact §§ 11(a), (k), 12(1)).1

You have asked two questions about the powers of the
Interstate Commission. First, you ask if the Compact allows the
Interstate Commission to limit the executive committee’s authority
to act on the Commission’s behalf when the Commission is not in
session. Second, you question whether the Compact permits the
Interstate Commission to serve as the “secretariat” of—or
otherwise implement—other interstate licensing compacts.

As we explain in more detail below, our opinion is that the
Compact permits the Interstate Commission to limit the executive
committee’s authority to act on the Commission’s behalf when the
Commission is not in session. Our view rests primarily on the plain
language of the Compact, which not only limits the executive
committee to acting “on behalf of the Interstate Commission” but
also broadly authorizes the Commission to “[o]versee and maintain

1
In this opinion, citations to “Compact” are to the individual sections
of the Compact as codified in HO § 14-3A-01.
74 [109 Op. Att’y
the administration of the Compact.” Compact §§ 11(k) (emphasis
added), 12(1).

We further conclude that the Interstate Commission may not
serve as the “secretariat” of—or otherwise implement—another
licensing compact, as that would be contrary to the plain language
of the Compact. The purpose of the Compact is to develop “a
comprehensive process that complements the existing licensing
and regulatory authority of state medical boards” and “provides a
streamlined process that allows physicians to become licensed in
multiple states.” Id. § 1. The purpose of the Interstate
Commission, in turn, is simply to administer the Compact. Id.
§ 11(b). Implementing an entirely separate licensing compact
would be inconsistent with that purpose.

I
Background

A. Interstate Compacts

An interstate compact is a “legal agreement between two or
more states . . . to deal with a problem or concern that crosses state
boundaries.” Patricia S. Florestano, Past and Present Utilization
of Interstate Compacts in the United States, 24 Publius 13, 14
(1994). Compacts have a “long and rich history” in the United
States, id. at 18, with “roots deep” in the colonial era, Felix
Frankfurter & James M. Landis, The Compact Clause of the
Constitution—A Study in Interstate Adjustments, 34 Yale L.J. 685,
692 (1925). Before the American Revolution, compacts between
colonies required the approval of the Crown and primarily resolved
boundary disputes. Florestano, supra, at 14. The Articles of
Confederation, “framed by statesmen . . . familiar with the colonial
methods,” established a similar system, authorizing the use of
compacts but requiring the consent of Congress, Frankfurter &
Landis, supra, at 693-94.

Today, Article I, § 10, of the United States Constitution says
that “[n]o State shall, without the Consent of Congress, . . . enter
into any Agreement or Compact with another State.” U.S. Const.,
Art. I, § 10, cl. 3. “Read literally, the Compact Clause would
require the States to obtain congressional approval before entering
into any agreement among themselves.” United States Steel Corp.
v. Multistate Tax Comm’n, 434 U.S. 452, 459 (1978). But
“[d]espite the Constitution’s use of the phrase ‘any agreement or
compact,’ the Supreme Court has not interpreted that phrase to
mean that every compact requires congressional consent.” Jeffrey
Gen. 73] 75
B. Litwak, Interstate Compact Law: Cases & Materials 60 (4th ed.
2020). Instead, only compacts “‘directed to the formation of any
combination tending to the increase of political power in the States,
which may encroach upon or interfere with the just supremacy of
the United States,’ . . . fall within the scope of the Clause” and
require Congressional consent. Cuyler v. Adams, 449 U.S. 433,
440 (1981) (quoting United States Steel, 434 U.S. at 468). Thus,
“state boundary settlements, agreements over jurisdiction of
waters, and compacts that might have a discriminatory effect on
nonparticipating states” generally require Congressional approval.
See Florestano, supra, at 15. But consent ordinarily is not
necessary for compacts “which establish channels of interstate
relations, seek uniformity of law, or pertain to issues where state
action is usual and predominant, such as education, child welfare,
criminal law, or mental health.” Id.; see also Ann O’M. Bowman
& Neal D. Woods, Strength in Numbers: Why States Join Interstate
Compacts, 7 St. Pol. & Pol’y Q. 347, 349 (2007) (noting that, while
“[m]ost compacts are submitted to Congress for approval either
before or soon after their enactment,” “as a practical matter, only
compacts that address areas of mutual federal-state concern require
congressional consent”); Litwak, supra, at 37 (“Only
approximately half of the compacts that exist today have received
consent . . . .”).

B. Development of the Interstate Medical Licensure Compact

In 2013, state medical boards began drafting a compact to
streamline traditional medical-license application processes in light
of the millions of new patients seeking care following the passage
of the Affordable Care Act,2 physician shortages, and the increased
use of telemedicine. A Faster Pathway to Physician Licensure,
Interstate Medical Licensure Compact Comm’n,
https://www.imlcc.org/a-faster-pathway-to-physician-licensure/
(last visited Nov. 6, 2024) (“A Faster Pathway”); Hearing on S.B.
234 Before the House Health & Gov’t Operations Comm., 2018
Leg., Reg. Sess., at 2 (Mar. 28, 2018) (written testimony of Richard
L. Masters, Interim Counsel to the Interstate Commission)
(“Masters Testimony”). In June and September of 2013,
“representatives from a cross-section of medical and osteopathic

2
Enacted in March 2010, the Patient Protection and Affordable Care
Act, also known as the Affordable Care Act, provided subsidies for lower
income households to purchase health insurance and expanded the
population of adults eligible for Medicaid coverage. United States Ctrs.
for Medicare & Medicaid Servs., Affordable Care Act (ACA),
https://www.healthcare.gov/glossary/affordable-care-act/ (last visited
Nov. 6, 2024).
76 [109 Op. Att’y
boards” convened to debate the particulars “of what a compact
might accomplish and what the organization of a compact system
might resemble.” Blake T. Maresh, The Interstate Medical
Licensure Compact, 100 J. Med. Regul. 8, 20 (2014). In November
2013, a small group of state medical board executives,
administrators, and attorneys met with staff of the Federation of
State Medical Boards to begin drafting the compact. Id. at 21; A
Faster Pathway, supra.

Over the next ten months, the team revised the draft language
several times, with input from state medical boards, physician
organizations, patient advocacy groups, hospitals, and the
telehealth industry. See Masters Testimony at 2. In September
2014, the team released the final model legislative language. Id.
Within months, lawmakers in sixteen states introduced legislation
to join the Compact and, in February 2015, Wyoming became the
first member state. Trevor Brown, New Law Could Help Bring
Physicians to Wyoming, Wyo. Tribune-Eagle, Mar. 23, 2015.

On April 15, 2015, Alabama became the seventh state to join
the Compact, bringing the number of member states above the
threshold for the Compact to take legal effect. Marschall S. Smith,
The Interstate Medical Licensure Compact Commission, 106 J.
Med. Regul. 22, 22 (2020). Two years later, the Colorado Medical
Board issued the first license under the Compact’s licensing
scheme. Id.

Maryland joined the Compact in 2018. See 2018 Md. Laws,
ch. 470. Today, the Compact includes 40 states, the District of
Columbia, and the territory of Guam. A Faster Pathway, supra.

C. Text of the Compact

The Compact, as with any interstate compact, has been
“enacted virtually identically by every party state’s legislature.”
Michael L. Buenger et al., The Evolving Law and Use of Interstate
Compacts 36 (2d ed. 2016). In Maryland, the Compact language
appears in § 14-3A-01 of the Health Occupations Article of the
Maryland Annotated Code.

The first section sets out the purpose of the Compact: “to
develop a comprehensive process that complements the existing
licensing and regulatory authority of state medical boards” and
“provides a streamlined process that allows physicians to become
licensed in multiple states, thereby enhancing the portability of a
medical license,” “ensuring the safety of patients,” and
Gen. 73] 77
“strengthen[ing] access to health care.” Compact § 1. The
Compact thereafter explains the “streamlined process” for multi-
state licensure. A physician who meets the eligibility requirements
files an application with the licensing board in the member state
that the physician selects as the state of principal license. Id. §§ 3,
5(a). That member board evaluates whether the physician is
eligible for expedited licensure and issues “a letter of qualification,
verifying or denying the physician’s eligibility,” to the Interstate
Commission, the agency established to administer the Compact.
Id. § 5(b)(1). If verified, the physician then completes a registration
process established by the Interstate Commission to receive a
license in a member state. Id. § 5(c).

The Interstate Commission, which consists of two voting
representatives appointed by each member state, has one purpose:
“the administration of the Interstate Medical Licensure Compact.”
Id. § 11(a), (b), (d). The Compact provides that the Interstate
Commission is “a body corporate and joint agency of the member
states and shall have all the responsibilities, powers, and duties set
forth in the Compact.” Id. § 11(c). The Compact authorizes the
Interstate Commission to “[o]versee and maintain the
administration of the Compact” and “[p]erform such functions as
may be necessary or appropriate to achieve the purposes of the
Compact.” Id. § 12(1), (21). More specifically, the Compact
provides that the Interstate Commission has “the duty and power”
to:

• promulgate rules for administering the
Compact and “bylaws governing the
management and operations of the Interstate
Commission,” id. (2), (16);
• enforce the Interstate Commission’s rules and
the Compact’s provisions, id. (4);
• issue advisory opinions on “the meaning or
interpretation of the Compact,” id. (3);
• establish offices, manage property, purchase
insurance, hire personnel and establish
personnel policies, and employ an executive
director, id. (7), (8), (9), (10), (11), (13), (14);
• establish a budget, accept donations and
grants, and make expenditures, id. (6), (12),
(15);
78 [109 Op. Att’y
• maintain records and make annual reports to
legislatures and governors of member states,
id. (17), (19);
• coordinate education and training about the
Compact, id. (18); and
• adopt a seal and protect intellectual property,
id. (16), (20).

The Compact requires the Interstate Commission to meet at
least once each calendar year. Id. § 11(e). “The chairperson may
call additional meetings and shall call for a meeting on the request
of a majority of the member states.” Id.

The Compact also expressly requires the Interstate
Commission to establish an executive committee:

The Interstate Commission shall establish an
executive committee, which shall include
officers, members, and others as determined
by the bylaws. The executive committee shall
have the power to act on behalf of the
Interstate Commission, with the exception of
rulemaking, during periods when the
Interstate Commission is not in session. When
acting on behalf of the Interstate Commission,
the executive committee shall oversee the
administration of the Compact including
enforcement and compliance with the
provisions of the Compact, its bylaws and
rules, and other such duties as necessary.
Id. § 11(k). The Compact elsewhere authorizes the Interstate
Commission to “[e]stablish and appoint committees including, but
not limited to, an executive committee as required by Section 11,
which shall have the power to act on behalf of the Interstate
Commission in carrying out its powers and duties[.]” Id. § 12(5);
see also id. § 11(l) (“The Interstate Commission may establish
other committees for governance and administration of the
Compact.”).
The Interstate Commission’s bylaws state that the executive
committee “shall be composed of all officers of the Commission
and the chairperson of each [other] committee” that the
Commission establishes, along with the Interstate Commission’s
immediate past chairperson. Interstate Medical Licensure
Gen. 73] 79
Compact Commission, Bylaws, Art. VII, § 1 (2020). The bylaws
further provide that the executive committee “shall be empowered
to act on behalf of the Commission during the interim between
Commission meetings, except for rulemaking or amendment of the
Compact or the[] Bylaws,” and that “[t]he procedures, duties,
budget, and tenure of [the] executive committee shall be
determined by the Commission.” Id.

II
Analysis

You have asked two questions about the Compact. First, does
it allow the Interstate Commission to limit the executive
committee’s authority to act on the Commission’s behalf when the
Commission is not in session? And second, does the Compact
permit the Interstate Commission to serve as the “secretariat” of—
or otherwise implement—other licensing compacts? We shall
address each of these questions in turn.

A. Whether the Interstate Commission May Limit the
Executive Committee’s Authority to Act on Behalf of the
Commission

Your first question is whether the Interstate Commission may
limit the executive committee’s authority to act on the
Commission’s behalf. You have expressed concern about the
executive committee “conducting ‘policymaking’ on important
topics,” such as granting elected officers membership and
participation rights in all the Interstate Commission’s committees
and giving the executive committee “full power over” the
procurement process, “all . . . without any input from the full
Commission.” Letter from Harbhajan S. Ajrawat, Chair, Maryland
Board of Physicians, et al., to Attorney General Anthony G. Brown,
at 2 (July 25, 2024) (“Opinion Request”). According to your
opinion request, the executive committee “has asserted that the full
commission cannot itself place any limitations on the [e]xecutive
[c]ommittee between meetings.” Id. at 1. You thus ask: May the
Interstate Commission limit the executive committee’s authority to
act on behalf of the Commission?

Before delving into our analysis, we must answer a more basic
question: What substantive law governs the Compact? As noted
above, see supra Part I.A, many compacts receive Congressional
consent, which transforms the compacts into federal law. See, e.g.,
Cuyler, 449 U.S. at 438 (recognizing that “the construction of an
interstate agreement sanctioned by Congress under the Compact
80 [109 Op. Att’y
Clause presents a federal question”); Buenger et al., supra, at 104
(“[I]t is undisputed that compacts receiving congressional consent
are enforceable as federal law . . . .”). But “compacts not requiring
consent” are “state law, not federal law.” Buenger et al., supra, at
174; see also McComb v. Wambaugh, 934 F.2d 474, 479 (3d Cir.
1991) (concluding that a compact that did not receive
Congressional consent “must be construed as state law”). The
Interstate Medical Licensure Compact has not received
Congressional consent. See Facts About the IMLCC, Interstate
Medical Licensure Compact Commission,
https://www.imlcc.org/about/ (last visited Nov. 6, 2024) (noting
that “[t]he Compact is not . . . a product of Congress or any
executive branch agency or administration” but “is an agreement
among sovereign states with the Commission as an independent
organization” (emphasis in original)). As such, we must apply
state law to construe the Compact.

But that still leaves the question of which state law to apply.
See, e.g., Buenger et al., supra, at 187 (recognizing that
“[d]etermining the applicable law for compacts is a difficult
problem”). The Compact, like most interstate compacts, id. at 187-
88, does not specify what substantive law applies to the
interpretation of the Compact’s language. If the number of member
states were much smaller, we might consider the law of each state.
See, e.g., Oklahoma v. New Mexico, 501 U.S. 221, 247 (1991)
(taking into account contract law principles of all three states that
belonged to a compact involving the Canadian River). But, given
that the Compact has 40 member states plus Guam and the District
of Columbia, the sheer number of member states here makes that
approach impractical. Instead, we will venture to apply relevant
legal principles that appear to represent the majority approach
among all member states. Cf. Buenger et al., supra, at 165 (“The
holy grail of handling compact cases is to ensure a consistent
interpretation of a compact among the member states.”).

Having resolved this preliminary question, we move on to the
interpretation of the Compact itself. “Compact law . . . is still
largely undeveloped,” Litwak, supra, at vii, though certain broad
principles have emerged. Interstate compacts are “concurrently
statutes” and contracts “between the party states.” Buenger et al.,
supra, at 33-34 (citing Green v. Biddle, 21 U.S. (8 Wheat.) 1
(1823)); accord Florestano, supra, at 13 (describing an interstate
compact as “a legal document that combines the attributes of a state
statute and a contract”). “[A]s laws adopted by state legislatures,
compacts are statutes that are binding upon the member states and
their citizens as any other statute adopted by a state legislature.”
Gen. 73] 81
Buenger et al., supra, at 35. But because “those statutory
enactments contain reciprocal promises and create reciprocal
obligations,” “they are also considered concurrently as contracts
between the member states.” Id.

“Interpretation of compacts has the same goal as
interpretation of statutes and contracts—to find the intent of the
legislatures as the parties to the compact.” Litwak, supra, at 297.
“The implication of th[e] dual character of compacts is that courts
frequently cite and apply statutory and contract law principles
when . . . interpreting a compact.” Buenger et al., supra, at 35. But
“[t]here is no scholarship or case law explaining when compact
agencies or courts should apply contract law principles or should
apply statutory interpretation principles, or how to resolve
conflicting interpretations of compacts using these contract or
statutory principles.” Id. at 35-36.

Regardless, “[c]onsidering the plain terms of a compact or
contract is the first order of business when construing both
contracts and statutes.” Buenger et al., supra, at 165; see also, e.g.,
2A Sutherland Statutes & Statutory Construction § 47:1 (7th ed.,
Nov. 2024 update) (noting that “the language of a statute itself” is
“the first resource to which courts turn” to construe a statute); 11
Williston on Contracts § 32:2 (4th ed., May 2024 update)
(recognizing that “the primary purpose and function of [a] court in
interpreting a contract is to ascertain and give effect to the parties’
intention,” which is, “first and foremost, determined by the
language used in their agreement”). We thus begin our analysis by
looking at the text of the Compact itself.

1. Plain Language

As already noted, see supra Part I.C, the Compact expressly
provides that “[t]he executive committee shall have the power to
act on behalf of the Interstate Commission, with the exception of
rulemaking, during periods when the Interstate Commission is not
in session,” Compact § 11(k). This appears to give broad authority
to the executive committee to perform any task that the
Commission may perform, aside from rulemaking, at least when
the Commission is not in session.

But we see at least two restrictions on that broad authority.
First, § 11(k) itself limits the executive committee to “act[ing] on
behalf of the Interstate Commission.” Compact § 11(k) (emphasis
added). As numerous member states’ courts have acknowledged
in other contexts, the phrase “on behalf of” has a “common
82 [109 Op. Att’y
understanding” that is “neither technical nor ambiguous.” J.C.
Penney Co. v. Commissioner of Econ. Sec., 353 N.W.2d 243, 246-
47 (Minn. Ct. App. 1984). It means “in the interest of” or “as a
representative of,” Thomas v. Logue, 191 N.E.3d 1155, 1162 (Ohio
Ct. App. 2022) (quoting Merriam-Webster’s Collegiate Dictionary
110 (11th ed. 2014)), aff’d, 174 Ohio St.3d 66 (2023); “on the part
of” or “done by,” id. (quoting New Oxford American Dictionary
150 (3d ed. 2010)); “[f]or the benefit of” or “[a]s the agent of,” id.
(alterations in original) (quoting American Heritage Dictionary of
the English Language 162 (5th ed. 2018)); or as “a proxy for” or in
“aid of (someone),” id. (quoting Random House Dictionary of the
English Language 188 (2d ed. 1987)).3 Indeed, some courts have
said that the use of this phrase may invoke an agency relationship,4
which “results from the manifestation of consent by one person to
another that the other shall act on [their] behalf and subject to
[their] control, and consent by the other so to act.” Restatement
(Second) of Agency § 1 (Am. Law Inst. 1958) (emphasis added).
Regardless of whether the use of the phrase “on behalf of” here
establishes the executive committee as the Interstate Commission’s
agent, we think the language authorizes the Commission to specify
which tasks it wishes the executive committee to carry out. After
all, a committee cannot act on behalf of a parent body when it
performs functions that the parent body does not want the
committee to perform. Thus, the use of the phrase “on behalf of”
in § 11(k) connotes that the Interstate Commission has at least some
power to limit the type of tasks that the executive committee may
carry out.

The second limitation on the executive committee’s authority,
as we see it, is the Compact’s sweeping grant of power to the
Interstate Commission to “[o]versee and maintain the
administration of the Compact,” Compact § 12(1), by, among other
things, adopting “bylaws governing the management and
operations of the Interstate Commission,” id. §§ 12(16), 14(a), and
deciding how often to meet, id. § 11(e). Because the Compact’s
3
Accord Scottsdale Ins. Co. v. Harsco Corp., 199 N.E. 3d 1210, 1218
(Ind. Ct. App. 2022); Rohde v. Ann Arbor Pub. Schs., 265 Mich. App.
702, 707 (Ct. App. 2007), aff’d, 479 Mich. 336 (2007); Antini v. Antini,
2019 OK 20, ¶¶ 15-16; Sauter ex rel. Sauter v. Houston Cas. Co., 168
Wash. App. 348, 355 (2012).
4
See Baker Bus Serv., Inc. v. Keith, 416 A.2d 727, 730 (Me. 1980)
(discussing the phrase in the context of public labor relations law);
Bissette v. Univ. of Miss. Med. Ctr., 282 So.3d 507, 514 (Miss. Ct. App.
2019) (mentioning the phrase in the context of an employment dispute);
Skeels v. Suder, 671 S.W.3d 664, 673 (Tex. 2023) (considering the
phrase in the context of a corporate resolution).
Gen. 73] 83
provisions “shall be liberally construed to effectuate its purposes,”
id. § 23(b), we read sections 12 and 14 to broadly authorize the
Interstate Commission to determine how it—and, consequently, its
subparts (such as the executive committee)—will operate. The
Interstate Commission could, for example, decide to meet
frequently, necessarily limiting how much the executive committee
can accomplish, given that the committee may “act on behalf of the
Interstate Commission” only “during periods when the Interstate
Commission is not in session.” Id. § 11(k).
We note, too, that the power and obligation to adopt bylaws
gives the Interstate Commission considerable discretion in
deciding how it will carry out its duties and delegate tasks to its
various committees, including the executive committee. After all,
the Interstate Commission is a “body corporate,” id. § 11(c), and
“the bylaws of a corporation are the rules of its life,” such that until
bylaws have been adopted, “the corporation may not be able to act
for the purposes of its creation,” 8 Fletcher Cyclopedia of the Law
of Corporations § 4170 (Sept. 2024 update); cf. Maresh, supra, at
21 (“Because the compact itself is essentially a multi-state contract
enacted as legislation, by necessity its provisions must remain
broad.”). Thus, while the “bylaws must be consistent with the
nature, purposes and objects of the corporation,” 8 Fletcher
Cyclopedia, supra, § 4190, we see nothing in the Compact’s
language that would prohibit the Interstate Commission from
adopting bylaws limiting the tasks that the executive committee
may perform on the Commission’s behalf. And, as it happens, the
Commission has expressly adopted bylaws providing that “[t]he
procedures, duties, budget, and tenure of [the] executive committee
shall be determined by the Commission.” Interstate Medical
Licensure Compact Commission, Bylaws, Art. VII, § 1.

We are also guided by the principle that an agency generally
has “reasonable discretion to carry out fairly implied powers
incident to those duties or authority expressly granted.” Thornton
Mellon LLC v. Frederick County Sheriff, 479 Md. 474, 481-82
(2022) (quoting Town of La Plata v. Faison-Rosewick, LLC, 434
Md. 496, 523 (2013)); see also, e.g., 3 Sutherland Statutes
& Statutory Construction § 65:4 (8th ed., Nov. 2024 update)
(noting that “courts understand that the grant of an express power
carries with it the authority to exercise all other activities
reasonably necessary to carry it into effect”). In order to “[o]versee
and maintain the administration of the Compact,” Compact § 12(1),
we think it reasonably necessary for the Interstate Commission to
have the power to make internal operating decisions, including
choices about what tasks to have the executive committee perform.
84 [109 Op. Att’y
To summarize, we think the plain language of the Compact
allows the Interstate Commission to limit the authority of the
executive committee to act on the Commission’s behalf.
Specifically, we think that the use of the phrase “on behalf of” in
§ 11(k), along with the Compact’s broad grant of authority to the
Interstate Commission to oversee the management of the Compact
by adopting bylaws and deciding how often to meet, give the
Interstate Commission the power to limit the tasks that the
[e]xecutive [c]ommittee may perform. The general principle that
an agency has implied powers attendant to its express powers
reinforces our reading of the Compact.

2. Legislative History and Other Interstate Compacts

Usually, with a question of statutory interpretation, we would
also consider the legislative history of the text in question. See,
e.g., 2A Sutherland Statutes & Statutory Construction, supra,
§ 48:3 (recognizing that “[c]ourts look to a statute’s contemporary
history and historical background as aids to interpretation”); Neal
v. Baltimore City Bd. of Sch. Comm’rs, 467 Md. 399, 415-16, 424-
26 (2020) (using legislative history to confirm an interpretation of
a statute’s text); Blackstone v. Sharma, 461 Md. 87, 119-20 (2018)
(looking to legislative history to resolve an ambiguity in a statute).
But the scant historical record here is of limited value. Although
the Compact is the result of legislation in each of the member
states, it was not these legislatures but, rather, a small team of state
medical board executives, administrators, and attorneys who
drafted the Compact’s language. Supra Part I.B. As we understand
it, however, there are no meeting minutes, recordings, or notes of
the drafting sessions.

The chief legal officer of the Federation of State Medical
Boards, which assisted in the drafting process, did provide us
copies of earlier drafts of the Compact. The relevant language
changed little during the drafting process. Compare Compact
§§ 11, 12, 14, with First Draft §§ 10, 11, 13 (December 2013);
Second Draft §§ 11, 12, 14 (May 5, 2014); Third Draft §§ 11, 12,
14 (July 16, 2014); Fourth Draft §§ 11, 12, 14 (Aug. 11, 2014). But
we find one change notable. While the original draft said that
“[t]he executive committee shall oversee the administration of the
Compact,” First Draft § 10, the final Compact language says:
“When acting on behalf of the Interstate Commission, the executive
committee shall oversee the administration of the Compact,”
Compact § 11(k) (emphasis added). This, in our view, supports our
conclusion that the drafters intended the executive committee to be
subject to the control of the Interstate Commission as a whole.
Gen. 73] 85
We also note that several other interstate compacts that
predate the Compact here also require the creation of an executive
committee. These compacts expressly provide that the agencies
administering the compacts have the power to dictate the duties and
tasks of their executive committees. For example, the Interstate
Compact for the Supervision of Adult Offenders contains the
following language:

The Interstate Commission shall establish an
Executive Committee which shall include
commission officers, members and others as
shall be determined by the By-laws. The
Executive Committee shall have the power to
act on behalf of the Interstate Commission
during periods when the Interstate
Commission is not in session, with the
exception of rulemaking and/or amendment to
the Compact. The Executive Committee
oversees the day-to-day activities managed by
the Executive Director and Interstate
Commission staff; administers enforcement
and compliance with the provisions of the
compact, its by-laws and as directed by the
Interstate Commission and performs other
duties as directed by Commission or set forth
in the By-laws.
Interstate Compact for the Supervision of Adult Offenders, Art. III
(emphasis added). The Interstate Compact for Juveniles, which
regulates the interstate movement of juveniles who run away to
another state or are under court supervision, see About the
Interstate Compact for Juveniles, Interstate Commission for
Juveniles (last visited Nov. 6, 2024), similarly provides that its
executive committee shall “perform[] such other duties as directed
by the Interstate Commission,” Interstate Compact for Juveniles,
Art. III, F (emphasis added).

The Compact here does not expressly provide in § 11(k) that
the executive committee shall perform duties “as directed by the
Interstate Commission,” an omission that could in theory suggest
that the drafters here did not intend to grant that much oversight
authority to the Commission. But we think it just as likely—
perhaps even more likely—that the drafters thought that the
language they adopted already implied that power. As noted
above, the relevant provision of the Compact states that the
executive committee shall act “on behalf of the Interstate
86 [109 Op. Att’y
Commission.” It is possible, then, that the drafters of the Compact
here intended to adopt the substance of the executive committee
provisions of other interstate compacts and simply chose different
words to convey the idea that the Interstate Commission has the
power to decide the tasks and functions of the executive committee.
Cf. 2B Sutherland Statutes & Statutory Construction § 52:1 (7th
ed., Nov. 2024 update) (noting that “statutes frequently are copied
from state to state” and “[c]ourts have noted that similar statutes of
other states comprise a type of extrinsic aid which may deserve
special attention”); id. § 52:3 (noting that “[c]ourts look to the
phraseology and language of similar legislation . . . to determine
the general policy and objectives of a particular course of
legislation”).

In any event, the Compact’s limited legislative history and the
language in other interstate compacts do not dissuade us from
reading the Compact’s plain language to permit the Interstate
Commission to specify the tasks that the executive committee may
carry out.

3. Agency Deference

Another interpretative tool that we may consider is the
Interstate Commission’s own interpretation of the Compact and
whether it permits the Commission to limit the executive
committee’s authority to act on the Commission’s behalf. See
Litwak, supra, at 301 (noting that “courts may . . . defer to . . .
compact agencies’ interpretation of statutes that they administer”);
cf. 2B Sutherland Statutes & Statutory Construction, supra, § 49:4
(recognizing that “[s]tate[] courts typically offer some level of
deference to a state agency interpretation”). The Compact allows
the Interstate Commission to issue “advisory opinions concerning
the meaning or interpretation of the Compact,” Compact § 12(3),
but the Commission has not issued any opinion regarding the
question before us. The body has, however, adopted bylaws,
including the one that states, “The procedures, duties, budget, and
tenure of [the] executive committee shall be determined by the
[Interstate] Commission.” Interstate Medical Licensure Compact
Commission, Bylaws, Art. VII, § 1 (2020). This, we think,
indicates that the Interstate Commission itself reads the Compact
as allowing the Interstate Commission to define the powers of the
executive committee.5 Although this may not be a formal agency
5
You indicate in your opinion request that the chair of the Interstate
Commission has “issued a letter . . . claiming that the full commission
cannot place any limitation or restrictions on the . . . [e]xecutive
Gen. 73] 87
interpretation, we find it persuasive evidence that our own reading
is correct and that the Compact allows the Commission to define
the duties of the executive committee. See 2B Sutherland Statutes
& Statutory Construction, supra, § 49:4 (noting that some courts
have distinguished between “formal agency interpretations” and
“informal interpretations,” characterizing the latter as entitled to
deference only insofar as they have the power to persuade).

4. Contract Principles
We have thus far analyzed your question under principles of
statutory interpretation. But, as already noted, interstate compacts
“are also considered concurrently as contracts between the member
states,” Buenger et al., supra, at 35, and courts sometimes apply
contract principles when resolving questions about interstate
compacts, see, e.g., Tarrant Reg’l Water Dist. v. Herrmann, 569
U.S. 614, 628 (2013) (“Interstate compacts are construed as
contracts under the principles of contract law.”). Although it is not
always clear when to apply contract principles as opposed to
statutory interpretation principles, see Buenger et al., supra, at 35-
36, at least one authority has indicated that “courts generally apply
a statutory construction approach” when determining whether a
state or compact agency “applied the [c]ompact in a permissible
manner,” while “courts typically apply principles governing
interpretation of contracts” “[w]hen interpreting a [c]ompact to
determine whether a party state is in breach of the [c]ompact,”
Interstate Comm’n for Adult Offender Supervision, ICAOS Bench
Book for Judges and Court Personnel 14 (14th ed. 2024).

In any event, we think that our analysis thus far has already
taken into account whatever factors that contract law might require.
We have looked to the plain language of the Compact6 and its

[c]ommittee’s actions because doing so would be ultra vires.” Opinion
Request 1. You provided us a copy of this letter, which is signed by the
chair and references “advice of counsel,” presumably by the Interstate
Commission’s attorney. Letter from Karen Silas, Chair of the Interstate
Medical Licensure Compact Commission, to Christine A. Farrelly,
Executive Director of the Maryland Board of Physicians, and Ellen
Douglas Smith, Deputy Director, at 1, 3, 5 (April 26, 2024). But nothing
in the letter indicates that it reflects the opinion of the Interstate
Commission itself.
6
See, e.g., 11 Williston on Contracts, supra, § 32:2 (recognizing that
“the parties’ intention” is, “first and foremost, determined by the
language used in their agreement”); Buenger et al., supra, at 55
88 [109 Op. Att’y
limited drafting history.7 We have also considered how other
compacts predating the Interstate Medical Licensure Compact have
addressed the division of labor between compact agencies and their
executive committees. “Looking to the customary practices
employed in other interstate compacts”—what in contract law is
called “usage of trade”—may be helpful in “ascertain[ing] the
intent of the parties to” a particular compact. Herrmann, 569 U.S.
at 633; see also Black’s Law Dictionary (12th ed. 2024) (defining
“trade usage” as “[a] practice or method of dealing having such
regular observance in a region, vocation, or trade that it justifies an
expectation that it will be observed in a given transaction,” or “a
customary practice or set of practices relied on as norms by persons
conversant in, or connected with, a trade or business”). These other
compacts permit commissions to determine the duties of their
executive committees, a fact that, if anything, bolsters our view that
the Compact here similarly allows the Interstate Commission to
decide what tasks and functions the Executive Committee may
perform. The consideration of contract principles, then, does not
change our view of the Compact.

5. Summary

To summarize, our opinion is that the Compact permits the
Interstate Commission to limit the executive committee’s authority
to act on the Commission’s behalf when the Commission is not in
session. We base this opinion on the plain language of the
Compact, which authorizes the executive committee to act “on
behalf of” the Interstate Commission and empowers the
Commission to “[o]versee and maintain the administration of the
Compact,” Compact § 12(1), by, among other things, adopting
“bylaws governing the management and operations of the Interstate
Commission,” id. §§ 12(16), 14(a), and deciding how often to meet,
id. § 11(e). We are also mindful that an agency generally has
“reasonable discretion to carry out fairly implied powers incident
to those duties or authority expressly granted,” Thornton Mellon
LLC, 479 Md. at 481-82 (2022), and we think it reasonably
necessary, for the Interstate Commission to “[o]versee and
maintain the administration of the Compact,” Compact § 12(1), that
it have the power to make internal operating decisions, including

(recognizing that, “as the case with any contract controversy,” “the text
of a compact is the starting point” for analysis).
7
See, e.g., Klapp v. United Ins. Grp. Agency, Inc., 468 Mich. 459, 469
(2003) (recognizing that “relevant extrinsic evidence” may inform the
interpretation of an ambiguous contract); Cheyenne Mountain Sch. Dist.
No. 12 v. Thompson, 861 P.2d 711, 715 (Colo.1993) (en banc) (same).
Gen. 73] 89
choices about what tasks the executive committee should perform.
None of the extrinsic aids available to us—the Compact’s very
limited legislative history, the language of other interstate
compacts that predate the Compact here, and the Commission’s
own view of the Compact as expressed in its bylaws—have
convinced us that our reading of the plain language is incorrect.
Nor have any relevant contract principles. We thus conclude that
the Interstate Commission may limit the Executive Committee’s
authority to act on the Commission’s behalf when the Commission
is not in session.

B. The Interstate Commission’s Power to Implement Other
Compacts

Your second question is whether the Compact allows the
Interstate Commission to “become the ‘secretariat’” of “or
otherwise implement” other licensing compacts. During a May
2023 meeting of the Interstate Commission, the body’s legal
counsel noted that “interest ha[d] been expressed in the [Interstate]
Commission serving as a ‘secretariat’ for the Physician Assistant’s
Compact Commission.”8 Interstate Commission, May 16, 2023,
Meeting Minutes 3. One member of the Interstate Commission
expressed a concern about the physician assistant compact’s
proposed model for authorizing physician assistants to practice in
different states and asked his fellow Commissioners to consider
using the Interstate Commission “as a vehicle to offer an alternative
model and legislative language patterned after” the Interstate
Medical Licensure Compact. Id. Several other Commissioners
said that the Interstate Commission should not get involved in the
physician assistant compact, and the body voted to close the
discussion without taking action. Id. at 3-4. Then, in October
2024, the executive committee voted to authorize the Interstate
Commission’s executive director to respond to any possible request
for proposals to provide “secretariat and system services” to the
physician assistant compact commission. Interstate Medical
Licensure Compact Commission Executive Committee, Oct. 8,
2024 Draft Meeting Minutes 5. It is our understanding that
“secretariat services” would entail providing a tracking system,

8
By September 2024, the physician assistant compact had reached its
activation threshold of seven states, and a physician assistant compact
commission met to “begin work to operationalize the compact.” PA
Licensure Compact, https://www.pacompact.org/ (last visited Nov. 6,
2024). Becoming fully operational was expected to take up to 24 months
after activation. Id.
90 [109 Op. Att’y
customer service, and administrative support to the physician
assistant compact commission.9

There have also been discussions about the Interstate
Commission’s involvement in a podiatry licensing compact.
During a June 2024 meeting of the executive committee, the
Interstate Commission’s executive director indicated that
“[d]iscussions [were continuing] with the Federation of Podiatric
Medical Boards regarding providing assistance in their efforts to
create an expedited licensure compact for Podiatrists.” Interstate
Commission Executive Committee, June 11, 2024, Meeting
Minutes 4.10

You have thus asked us whether the Compact allows the
Interstate Commission to “become the ‘secretariat’” of “or
otherwise implement” other licensing compacts such as the
physician assistant compact and podiatry compact.

To resolve this question, we turn again to principles of
statutory interpretation. See 3 Sutherland Statutes & Statutory
Construction, supra, § 65:1 (recognizing that “questions about the
extent and nature of the power granted” to an agency “are very
much in the realm of statutory interpretation”). Because “an
agency exists and has any authority only as a matter of legislative
grant,” it has “only those powers granted . . . expressly” by statute
“or by necessary implication.” Id. §§ 65:1, 65:3; see also id. § 65:4
(noting that “courts understand that the grant of an express power
carries with it the authority to exercise all other activities
reasonably necessary to carry it into effect”). Thus, “[t]he enabling
statute granting such authority is an obvious and appropriate source

9
Other compact agencies have also relied on outside support for such
services. See Litwak, supra, at 119 (noting that “[s]ome compact entities
use other organizations for secretariat support,” and “several
professional associations have . . . provided administration services to
newly forming compact agencies before those commissions hired staff”).
10
“A podiatrist is a Doctor of Podiatric Medicine (DPM), known also
as a podiatric physician or surgeon, qualified by their education and
training to diagnose and treat conditions affecting the foot, ankle and
related structures of the leg.” Doctor of Podiatric Medicine (DPM),
American Association of Colleges of Podiatric Medicine,
https://aacpm.org/becoming-a-podiatric-physician/ (last visited Nov. 6,
2024). Generally, podiatrists are licensed separately from other
physicians. See, e.g., HO § 14-313 (governing the issuance of licenses
to physicians by the Board of Physicians); HO § 16-305 (governing the
issuance of licenses to podiatrists by the Board of Podiatric Medical
Examiners).
Gen. 73] 91
of information about the nature and extent of the power granted.”
Id. § 65:1; see also Fredrick L. Zimmermann & Mitchell Wendell,
The Interstate Compact Since 1925, at 54 (1951) (“The powers of
. . . a compact commission are fixed by the compact . . . .”).

We consider also principles of corporate law, given the
Interstate Commission’s status as a body corporate. Compact
§ 11(c). “The rules governing the construction of corporate
charters are generally the same as those that govern the
construction and interpretation of statutes, contracts and other
written instruments.” 7A Fletcher Cyclopedia of the Law of
Corporations § 3640 (Sept. 2024 update). Pursuant to those rules,
“[a] corporation may exercise only those powers that are granted to
it by law, by its charter or articles of incorporation, and by any
bylaws made pursuant to the laws or charter.” Id. § 3399. These
powers may be express or implied, the latter encompassing those
“contracts and transactions reasonably incidental to [the
corporation’s] business purposes.” James D. Cox and Thomas Lee
Hazen, 1 Treatise on the Law of Corporations § 4:2 (3d. ed., Nov.
2023 update). Importantly, however, “[t]he statement of the
purposes or objectives in the corporation’s articles of incorporation
is controlling over the powers or authority of the corporation’s
management.” Id.; see also 6 Fletcher Cyclopedia of the Law of
Corporations § 2482 (Sept. 2024 update) (“The powers of a
corporation also may be restricted by a limited or narrow purpose
clause in its articles of incorporation.”); id. § 2487 (noting that “a
power that is reasonably necessary or convenient to carry out the
business and affairs of the corporation logically cannot extend
beyond the scope of the corporate purposes as set forth in the
articles of incorporation”). Thus, a purpose statement “defin[es]
the scope of the authorized corporate enterprise or undertaking,”
and “both confers and limits the officers’ and directors’ authority
by impliedly excluding activities that are not in furtherance of the
stated purposes.” 1 Cox & Hazen, supra, § 4:1; see also 6 Fletcher
Cyclopedia, supra, § 2477 (“The enumeration of powers implies
the exclusion of all others that are not reasonably incidental.”).
We return, then, to the language of the Compact itself. As
noted above, see supra Part I.C, the first section sets out the
purpose of the Compact. It reads in its entirety:

In order to strengthen access to health care,
and in recognition of the advances in the
delivery of health care, the member states of
the Interstate Medical Licensure Compact
have allied in common purpose to develop a
92 [109 Op. Att’y
comprehensive process that complements the
existing licensing and regulatory authority of
state medical boards, and provides a
streamlined process that allows physicians to
become licensed in multiple states, thereby
enhancing the portability of a medical license
and ensuring the safety of patients. The
Compact creates another pathway for
licensure and does not otherwise change a
state’s existing Medical Practice Act. The
Compact also adopts the prevailing standard
for licensure and affirms that the practice of
medicine occurs where the patient is located
at the time of the physician-patient encounter,
and therefore requires the physician to be
under the jurisdiction of the state medical
board where the patient is located. State
medical boards that participate in the
Compact retain the jurisdiction to impose an
adverse action against a license to practice
medicine in that state issued to a physician
through the procedures in the Compact.
Compact § 1. The Compact also creates the Interstate Commission,
id. § 11(a), and provides that “[t]he purpose of the Interstate
Commission is the administration of the Interstate Medical
Licensure Compact,” id. § 11(b). The Compact then expressly
enumerates certain powers of the Interstate Commission, including
the power to “[e]nforce compliance with Compact provisions,”
“[e]stablish and appoint committees,” “[e]stablish and maintain
one or more offices,” “[a]dopt a seal and bylaws,” and “[e]mploy
an executive director.” Id. § 12. This list of powers concludes with
the power to “[p]erform such functions as may be necessary or
appropriate to achieve the purposes of the Compact.” Id. § 12(21).
Reading this plain language, we conclude that the Interstate
Commission has the power to administer the Interstate Medical
Licensure Compact and to carry out any tasks implicitly related to
that purpose. See 3 Sutherland Statutes & Statutory Construction,
supra, § 65:1. But implementing an entirely different licensing
compact is not, in our view, reasonably necessary or incidental to
administering the Interstate Medical Licensure Compact. We thus
conclude that the Interstate Commission may not become the
secretariat of, or otherwise implement, another licensing compact.
Gen. 73] 93
We acknowledge that, at the executive committee’s October
meeting, the Interstate Commission’s legal counsel apparently
reached a different conclusion. It is our understanding that he
advised committee members that the Compact allows the
Commission to help manage another compact because the
Interstate Medical Licensure Compact authorizes the Commission
to perform “such functions as may be necessary or appropriate to
achieve the purposes of the Compact.” Compact § 12(21).
According to that argument, those purposes would include
“strengthen[ing] access to health care,” “enhancing . . . portability
of a medical license,” and “develop[ing] a . . . process that
complements the existing licensing and regulatory authority of
state medical boards.” Id. § 1.

We respectfully disagree. Under the plain language of the
Compact, the Interstate Commission has only one purpose: “the
administration of the Interstate Medical Licensure Compact.”
Compact § 11(b). Although this implicitly authorizes the Interstate
Commission to carry out any tasks that are reasonably necessary or
incidental to administering the Compact, we fail to see how
providing secretariat services to an entity administering an entirely
different licensing compact furthers the administration of the
Interstate Medical Licensure Compact.

Section 12 of the Compact, authorizing the Interstate
Commission to “[p]erform such functions as may be necessary or
appropriate to achieve the purposes of the Compact,” id. § 12(21),
does not persuade us otherwise. This provision follows a list of
twenty other “dut[ies] and power[s]”—such as leasing property, id.
§ 12(13), hiring staff, id. § 12(10), and applying for intellectual
property protections, id. § 12(20)—that are reasonably necessary
or incidental to administering the Compact. Although it is true that
§ 12(21) refers to functions that are necessary or appropriate to
achieve the purposes of the Compact, rather than the purpose of the
Interstate Commission, we cannot read that language in a vacuum
or without reference to the specific language stating that the
Interstate Commission’s sole purpose is to administer the Compact
itself. See, e.g., 2A Sutherland Statutes & Statutory Construction,
supra, § 46:5 (recognizing that, when construing a statute, one must
“construe all parts of a statute together, without according undue
importance to a single or isolated portion”). If the Interstate
Commission’s powers were read to permit it to perform duties that
are not even incidental to administering the Compact, then the
language limiting the Commission’s purpose in § 11(b) would be a
nullity. Rather than reading § 11(b) out of the Compact, we use
that language to inform our understanding of § 12(21) as
94 [109 Op. Att’y
authorizing the Interstate Commission to perform tasks that, like
those expressly enumerated in § 12, are related to the
administration of the Compact.
In any event, even if we were to focus solely on the purposes
of the Compact as articulated in Section 1 and not the specific
purpose of the Interstate Commission as articulated in Section 11,
we do not think that the purposes of the Compact are broad enough
to suggest that the Interstate Commission can administer another
compact. To be sure, the Compact indicates that member states
“have allied in common purpose” “[i]n order to strengthen access
to health care” and “to develop a comprehensive process that
complements the existing licensing and regulatory authority of
state medical boards.” Compact § 1. But they have sought to do
so through a very specific enterprise: developing a streamlined
process for physicians to become licensed in multiple states. See
id. Thus, the purpose of the Compact is not, as the Commission’s
attorney apparently suggested, to “strengthen access to health
care,” id., or to complement state medical boards’ existing
authority in the abstract, but to do so through this streamlined,
multi-state physician licensing scheme.

Finally, the fact that many states’ medical boards issue
licenses for both physicians and physician assistants does not mean
that the member states of the Compact intended the Interstate
Commission to be involved in the licensing of physician assistants.
Through the plain language of the Compact, legislators made clear
their intent that the Compact apply only to physician licensing, and
that the Interstate Commission be limited in purpose to
administering this Compact. As such, the Interstate Commission
has only those powers that are reasonably necessary and incidental
to administering the Compact. We thus conclude that the
Commission may not serve as a secretariat of, or otherwise
implement, another licensing compact.

III
Conclusion

We conclude that the Compact permits the Interstate
Commission to limit the executive committee’s authority to act on
the Commission’s behalf when the Commission is not in session.
We further conclude that the Interstate Commission may not serve
as the “secretariat” of—or otherwise implement—another
licensing compact.
Gen. 73] 95
Anthony G. Brown
Attorney General of Maryland

Rachel A. Simmonsen
Assistant Attorney General

Patrick B. Hughes
Chief Counsel, Opinions and Advice