- 5 - privileges and be subject to the duties, restrictions and liabilities of business corporations except insofar as the same may be limited or enlarged by this Act. This Act shall take precedence in the event of any conflict with the provisions of the Texas Business Corporation Act or the law. Under the authority of Tex. Bus. Corp. Act. Ann. art. 7.12 (West 1980), a corporation may be dissolved involuntarily by order of the Secretary of State when it is in default by failing to file "any report" within the time required by law. Petitioner essentially argues that its December 17, 1984, dissolution by the Secretary of State was illegal because there is a "conflict" between the provision of the Business Corporation Act, allowing the Secretary of State to act as he did, and the Professional Association Act, which contains no involuntary dissolution provision. When two statutes are in pari materia, or cover the same subject matter, they should be construed so that their provisions are harmonized. United States v. Caldera-Herrera, 930 F.2d 409, 411 (5th Cir. 1991). Even if two statutes are in conflict to some degree, they must be read to give effect to each unless it is clear that the legislature intended to repeal the earlier statute. United States v. Cavada, 821 F.2d 1046, 1048 (5th Cir. 1987). We find no conflict between the pertinent provisions of the two statutes. The Professional Association Act makes the general Business Corporation Act (that provides for involuntaryPage: Previous 1 2 3 4 5 6 7 8 9 10 11 Next
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