- 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 involuntary
Page: Previous 1 2 3 4 5 6 7 8 9 10 11 Next
Last modified: May 25, 2011