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