dissenting.
I respectfully dissent. The Court does not have jurisdiction to issue this writ of mandamus.
*398Respondent filed a motion to dismiss the application of Relators for a mandamus on the ground that when he refused to file the articles of incorporation Relators should have pursued their remedy at law by appealing to a district court of Travis County, Texas, as provided by Art. 9.04 of the Act. We carried the motion to dismiss along with the cause for argument at the time of submission.
I would hold that Relators were bound to appeal from Respondent’s adverse ruling as is provided by Art. 9.04 of the Act and, therefore, deny Relator’s application for writ of mandamus.
Relators say that since they seek to incorporate a trust company under Art. 1303b, they are specifically excluded from any of the provisions of the Act. They rely on Art. 2.01B that “no corporation may adopt this Act or be organized under this Act or obtain authority to transact business in this State under this Act * * * (4) if any one or more of its purposes is to operate any of the following: * * * (b) trust companies * *
Art. 9.14A of the Act provides in part: “This Act does not apply to domestic corporations organized for the purpose of operating banks, trust companies * * * [here are enumerated the excepted types of corporations] provided, hoioever, that if any of said excepted domestic corporations were heretofore or are hereafter organized under special statutes which contain no provisions in regard to some of the matters provided for in this Act, * * * then the provisions of this Act shall apply to the extent that they are not inconsistent with the provisions of such special statutes.” (Emphasis added.)
Art. 9.04A of the Act provides that “if the Secretary of State shall fail to approve any articles of incorporation, * * * he shall, within ten days after the delivery thereof to him, give written notice of his disapproval to the person * * * delivering the same, specifying in such notice the reasons therefor. From such disapproval such person * * * may appeal to any district court of Travis County by filing with the clerk of such court a petition setting forth a copy of the articles or other document sought to be filed and a copy of the written disapproval thereof by the Secretary of State, * *
Relators contend that the above provisions prohibit the creation of a trust company; that Relators seek to incorporate under the only statute available to them which is Art. 1303b, a part of the general corporation law and that the Act recognizes the *399right to so incorporate. Relators further say that the Act provides that it shall apply to corporations incorporated under the general corporation laws only to the extent that such Act is not inconsistent with the special statutes under which Relators seek to incorporate; that the incorporation of a trust company is inconsistent with the Act, and therefore Relators cannot avail themselves of the right of appeal given by Art. 9.04A of the Act. I do not so construe the Act.
While Art. 2.01B prohibits trust companies from being organized under the Act, or from adopting the provisions of the Act, and while Art. 9.14A recognizes that the Act does not apply to trust companies, it also contains a proviso which makes the provisions of the Act applicable to such excepted corporations which are organized under special statutes which contain no provision in regard to some of the matters provided for in the Act, to the extent that the provisions of the Act are not inconsistent with such special statutes. The words used in the proviso clause “provided however” qualify or modify the exception of trust companies. The phrase “provided however” means the same as “but nevertheless”, or “but notwithstanding what is above expressed”, or “but anything herein before contained to the contrary notwithstanding”. McDandless v. Carter, 18 Hawaii 221 (1907).
The phrase “provided however” introducing a paragraph indicates that the paragraph qualifies or modifies the entire article in which the paragraph is contained; the word “provided” expressing a limitation or exception, and the word “however” adding confirmation to such intention. Hartung v. Witte, 59 Wis. 285, 18 N.W. 175; Millard v. McFadden, 57 N.Y.S. 2d 594, 596, 185 Misc. 771.
The language used by the Legislature in Art. 9.14A of the Act expressly purports to bring all corporations under the provisions of the Act, except where such corporations are organized under special statutes with contrary or inconsistent provisions. It is the duty of the court construing a statute to give effect to every part and all the language of the statute wherever this can reasonably be done. 39 Texas Jur. 208, See. 112 and authorities cited therein. “Another fundamental rule requires that a statute be construed as a whole and that all of its parts be harmonized, if possible, so as to give effect to the entire act according to the evident intention of the Legislature, * * *” citing 39 Texas Jur. 209-210, Sec. 113.
*400An examination of Art. 1303b, Title 32, V.A.C.S., of the general incorporation act shows there are no provisions therein governing the action of the proposed incorporators in the event the Secretary of State shall refuse to file the articles of incorporation. Therefore it would be entirely consistent with Art. 1303b to hold that in the event the Secretary of State shall refuse to file the articles of incorporation, an appeal must be taken under the provisions of Art. 9.04A of the Act. Relators contend that the comments of the Bar Association Committee, as found following Art. 9.04 in the Act as set out in Vernon’s Annotated Texas Statutes, “succinctly, unequivocally and positively” state that Art. 1735, V.A.C.S., still governs their remedy against the Respondent; that Art. 1735, V.A.C.S., is still applicable to all corporations not subject (Relators’ emphasis) to the Act under the provisions of Art. 9.HA. (Emphasis added.) Upon careful analysis of the provisions of Art. 9.14A I am of the view that trust companies are governed by the provisions of the Act relating to appeal from the adverse decisions of Respondent.
Relators having failed to exercise their right of appeal, I would deny this mandamus.
Opinion delivered April 4, 1962.