Pasadena ENT Clinic, P.A. - Page 5

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               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 involuntary                     





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