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S 2849119th CongressIn Committee

Nonprofit Governance Integrity Act

Introduced: Sep 17, 2025
Sponsor: Sen. Cotton, Tom [R-AR] (R-Arkansas)
Economy & Taxes
Standard Summary
Comprehensive overview in 1-2 paragraphs

The Nonprofit Governance Integrity Act would add a new provision to the Internal Revenue Code that prohibits any member of the board (or similar governing body) of certain tax-exempt organizations from being a citizen or national of a “covered nation.” If such a board member exists, the organization would not be treated as tax-exempt for that taxable year. The restriction applies to most 501(c)(3) organizations (but excludes churches and certain church-related groups) as well as all 501(c)(4) and 501(c)(6) organizations. The term “covered nation” is defined by a cross-reference to a separate provision in the code. The new rule would take effect for taxable years beginning after enactment. In plain terms, the bill aims to prevent foreign nationals from serving on the boards of many tax-exempt nonprofits, with potential immediate loss of tax-exempt status for the year in which a covered-national board member serves.

Key Points

  • 1New provision added: Section 501(s) prohibits any board member who is a citizen or national of a covered nation from serving on certain tax-exempt organizations; if such a member serves, the organization is not treated as tax-exempt for that tax year.
  • 2Organizations covered: The prohibition applies to (A) 501(c)(3) organizations (excluding churches and convention/association of churches), (B) 501(c)(4) organizations, and (C) 501(c)(6) organizations.
  • 3Definition reference: “Covered nation” is defined in section 7701(a)(51)(I)(ii) of the Internal Revenue Code, meaning the list is not enumerated in the bill itself and could change over time.
  • 4Effective date: The amendment applies to taxable years beginning after enactment, making this prospective.
  • 5Exclusions and scope: Churches (and conventions/associations of churches) are excluded from the 501(c)(3) portion of the new rule, though they could still be affected if organized under 501(c)(4) or (6). The prohibition is keyed to board composition, not to other roles within the organization.

Impact Areas

Primary group/area affected- Tax-exempt nonprofit organizations (especially many 501(c)(3) groups that are not churches, plus most 501(c)(4) and 501(c)(6) groups) and their boards. These organizations would need to ensure board membership is free of covered-nation citizens/national status to maintain tax-exempt status for the relevant years.Secondary group/area affected- Citizens or nationals of covered nations who serve or seek to serve on nonprofit boards; organizations may need to audit or vet board members to comply.- Donors to affected nonprofits, since loss of tax-exempt status for a year could affect donor tax deductions and the overall fundraising climate.Additional impacts- IRS enforcement and compliance burden on affected organizations (board governance reviews, potential changes to leadership, and documentation).- Potential legal or constitutional considerations related to equal protection, foreign-national status, and membership rights of board members.- Possible narrowing of governance options for nonprofits with international ties or diverse boards, and potential effects on international partnerships or fundraising.
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