"Now comes the city of Houston and Wm. A. Wilson, J. P. Houstoun, H. H. Haines, H. C. Schumacher, and Lucian M. Andler, citizens thereof who sue on behalf of themselves and all other citizens of the city of Houston, plaintiffs, and complain of the International-Great Northern Railroad Company.
"(1) The city of Houston is a municipal body corporate and duly incorporated under the laws of the republic and state of Texas, and the present city is a successor to all of the prior corporations of this city and town, from before the year 1854. It is situated in Harris county, Texas.
"(2) The other plaintiffs are representative citizens of Houston and sue on behalf of themselves and all other citizens of the city, and are residents and citizens of Harris county, Texas. Each of them own real and personal property in Houston, Texas, and are taxpayers therein.
"(3) The defendant, International-Great Northern Railroad Company, is incorporated under the laws of Texas and is a resident and citizen of Harris county and of the city of Houston, Texas; where it is provided by its charter, its public offices and general offices, and domicile, shall be, and where they are all required by law to be. R. E. Williams of Houston, Texas, is its agent, upon whom service may be made.
"(5) The citizens of Houston are numerous, aggregating some 200,000 people, and they have a joint and common interest in having the general offices of the I.-G. N. R. R. kept and maintained as required by law, by that railroad, at Houston. It is impracticable to make all the citizens parties and hence this suit is brought by the plaintiffs, the city and others, in behalf of each and all of the citizens of Houston, as well as in behalf of themselves, and the city.
"(7) By the act of September 1, 1856, the Legislature of Texas, constituted a corporation designated as the H. T. & B. and the act was entitled `An act to incorporate the Houston Tap and Brazoria Railway Company.' The general offices of this corporation were, by this special act charter, located in Houston, and under it a railroad was constructed from Houston to or about the Brazos river, approximately as it now exists, but falling in debt to the state, it was provided by the act of the Legislature of August 15, 1870, entitled `An act to provide for the sale of the Houston Tap & Brazoria Railway,' that the road should be sold, and it was accordingly sold and purchased by the H. & G. N., and is now a part of the defendant, I.-G. N.
"(8) The H. & G. N. R. R. was incorporated by an act entitled `An act to incorporate the Houston & Great Northern Railroad Company,' dated October 22, 1866. By this charter the company was authorized to construct a railroad from Houston northward to the Red river, and to form a junction with any other railroad, and by section 13 of the act, and otherwise, the domicile and principal office of the company was located in Houston, where it was established in accordance with the charter.
"By the act of May 8, 1873, entitled `An act to consolidate the Houston Tap & Brazoria Railway, the Huntsville Branch Railway and the Victoria & Columbia Railroad, with the Houston & Great Northern Railroad,' it was declared that all of these roads except the H. & G. N. were made parts of and `under' the H. & G. N.
"(9) The International was chartered August 5th, 1870, by the act of the Legislature entitled: `An act to incorporate the International Railroad Company and to provide for the aid by the state of Texas in constructing the same.' By this charter it was authorized to construct a railroad from a point on Red river across Texas, to a point at or near Laredo, and otherwise, as in the act provided.
"By section 14 it was provided that this road should have the right to connect itself with any other railroad within or without the state and to consolidate with the same, as also was provided in the charter of the H. & G. N. By its charter it was provided that the principal
offices should be established at a point on its line and that it might be moved from time to time as might be deemed expedient and necessary.
"(10) In 1872, 1873, and 1874, by agreements of the board of directors and the stockholders of the two roads they were consolidated under the title of the I. & G. N. R. R., and the Legislature recognized their consolidation, by an act of April 24, 1874, entitled `An act to authorize the International & Great Northern Railroad Company to issue bonds,' and by an act of March 10, 1875, `An act for the relief of the International Railroad Company, now consolidated with the Houston & Great Northern Railroad Company, under the name of the International & Great Northern Railroad Company.'
"In this way the I. & G. N. R. R. was formed. After its formation, as before, in the case of its constituents, various additions and extensions were made.
"(11) The International commenced the construction of its road and had its headquarters at Hearne, Texas, where they remained until their consolidation with the H. & G. N. when they were moved to Houston, where the H. & G. N. had always been; and on moving the headquarters of the International to Houston they were consolidated into the I. & G. N. R. R. with headquarters and general offices at Houston, Texas, as provided in the charter of the H. & G. N. they should be.
"(12) The I. & G. N R. R. Co. continued to operate as a railroad, but was sold out under the foreclosure in 1911, and under that foreclosure sale the properties were acquired by the I. & G. N. Ry. chartered under the laws of the state of Texas by charter issued in 1911, and in this charter it was provided that `The place at which shall be established and maintained the principal business offices, the public offices, and the general offices of this corporation, is the city of Houston, Harris county, state of Texas.'
"(13) In August-September, 1911, the I. & G. N. Ry. was organized and acquired all the properties under the foreclosure of sale, above mentioned, of the I. & G. N. R. R., and by a deed of trust executed in 1911, conveyed all of its properties, owned or acquired, to the Central Union Trust Company of New York, then known as the Central Trust Company of New York, and in August, 1914, the obligations secured by this deed of trust being defaulted upon, the Central Union Trust Company of New York brought its bill for receivership and foreclosure in the United States District Court for the Southern District of Texas, at Houston, suing the I. & G. N. Ry. in No. 49 in equity on that docket, and on May 17th, 1915, this court entered a decree of foreclosure for the recovery of the amount due on the mortgage and the sale of the properties; and thereafter, in accordance with the decree of foreclosure, the properties were sold out in August-July, 1922, and the sale approved by the court on August 10, 1922, and, under the direction of the court, a deed made and delivered to the defendant I.-G. N. R. R. Co., hereinafter more particularly described, and it took possession of all the properties of the railroad, including those originally of the H. & G. N. and International and all the additions and betterments and all of the properties and roadbeds owned by the I. & G. N. R. R., amounting to about 1,106 miles of main track road and other property and at the end of November, 1922, entered upon the operation of the same.
"(14) The I.-G. N. R. R. was organized under the laws of Texas, August, 1922, using the charter of the sold out I. & G. N. Ry. Co. and amending the same, and changing this charter, among other things, so as to change the name from I. & G. N. Ry. to I.-G. N. R. R., but retaining the provision, as follows: `(3) The place at which shall be established and maintained the principal offices, the public offices and general offices of this corporation, is the city of Houston, in Harris county, state of Texas.' This charter, as so amended, was duly approved by the Attorney General of the state of...
