JUHLWIND,
      INC.
                  EXHIBIT
99.1


Audit
Committee Charter





April
8, 2010





PURPOSE
AND ROLE





The Audit
Committee (the “Committee”) of the Board of Directors (the “Board”) assists the
Board of Directors in its oversight of the quality and integrity of the
financial reporting practices of Juhl Wind, Inc. (the “Company”).  The
Committee’s purpose is to oversee the accounting and financial reporting
processes of the Company, the audits of the Company’s financial statements, the
qualifications of the public accounting firm engaged as the Company’s
independent auditor to prepare or issue an audit report on the financial
statements of the Company, internal control over financial reporting, and the
performance of the Company’s internal audit function and independent
auditor.   The Committee is responsible for the appointment,
compensation, retention and oversight of the work of the Company’s independent
auditor including resolution of disagreements between management and the auditor
regarding financial reporting.  The Committee further reviews and
assesses the qualitative aspects of financial reporting to stockholders, the
Company’s processes to manage business and financial risk, and compliance with
legal, ethical, and regulatory requirements.  In meeting its
responsibilities, the Committee is expected to provide an open channel of
communication with management, the internal auditors, the independent auditor
and the Board.





MEMBERS





The
Committee shall consist of at least three members of the Board, and all
Committee members shall satisfy the independence requirements for directors and
audit committee members under the rules of the U. S. Securities and Exchange
Commission (the “SEC”) and the NASDAQ Capital Market, as such requirements are
interpreted by the Board in its business judgment. Committee members shall be
free from any relationships that would interfere with or give the appearance of
interfering with the exercise of independent judgment as a Committee
member.  The Board appoints the members of the Committee and the
chairperson.  The Board may remove any member from the Committee at
any time with or without cause.  Any such removal from the Committee
shall not affect the member’s role as a member of the Board





Each
member of the Committee shall in the judgment of the Board have the ability to
read and understand fundamental financial statements and otherwise meet the
financial sophistication standard established by the requirements under the
rules of the SEC and of the NASDAQ Capital Market.   At least one
member of the Committee shall be an “audit committee financial expert” as
defined by the rules and regulations of the SEC and the NASDAQ Capital
Market.





OUTSIDE
ADVISORS AND INVESTIGATIONS





The
Committee has authority to conduct or authorize investigations into any matters
within its scope of responsibility. Such authority includes, but is not limited
to:








·
            Retain
      outside counsel, accountants, outside advisors, consultants or others to
      assist in the conduct of an investigation or as it determines appropriate
      to advise or assist in the performance of its functions, the funding for
      which shall be provided by the
Company;


·
            Seek
      any information it requires from employees or external parties. Employees
      and external parties will be directed to cooperate and comply with the
      Committee’s requests;


·
            Address
      complaints relating to accounting;
and


·
            Meet
      with Company officers, independent auditor or outside counsel as
      necessary.





DUTIES
AND RESPONSIBILITIES





Management
is responsible for preparing the Company’s financial statements and assuring
that the Company has adequate internal controls in place. The Company’s
independent auditor is responsible for auditing the financial statements and
assessing the Company’s internal controls. The activities of the Committee are
in no way designed to supersede or alter these responsibilities.





Duties
and responsibilities of the Committee shall include, but are not limited to the
following:





1. Review
and discuss with management and the independent auditor the annual and quarterly
financial results for the Company, as well as related financial information of
the Company contained in any prospectus or other appropriate disclosures under
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations.” Also review the annual report to stockholders and the
annual/quarterly reports on Forms 10-K/10-Q or their equivalent forms, as
applicable, to be filed by the Company with the SEC.





2.
Discuss with the independent auditor the quality of the accounting policies and
practices used by the Company, any alternative treatments of financial
information, their ramifications and the independent auditor’s preferred
treatments any other communications required to be discussed by Statement of
Auditing Standards No. 61, as amended.  (AICPA, Professional Standards, Vol.
1, AU Section 380) as adopted by the Public Accounting Oversight Board in Rule
3200T.





3.
Discuss with the independent auditor its independence based upon written
disclosures and the letter from such independent auditor required under
Independence Standards Board Standard No. 1, as adopted by the Public Company
Accounting Oversight Board in Rule 3600T.





4.
Oversee and monitor the work of the independent auditor to ensure it is
independent of management and its objectivity is not impaired, recognizing that
the independent auditor is accountable to the Board and the Committee. Review
and resolve, if necessary, any disagreements between management and the
independent auditor in connection with the annual audit or the preparation of
the annual audited financial statements.


2


5.
Annually select and appoint the independent auditor, consider the independence
and effectiveness of the independent auditor, approve the fees and other
compensation to be paid to the independent auditor and be responsible for
oversight of the independent auditor. The Committee shall receive the written
disclosures required by generally accepted auditing standards. On an annual
basis, the Committee shall require the independent auditor to provide the
Committee with a written statement delineating all relationships between the
independent auditor and the Company consistent with Independence Standards Board
Standard 1. The Committee shall actively engage in a dialogue with the
independent auditor with respect to any disclosed relationships or services that
may impact the objectivity and independence of the independent auditor. The
Committee shall recommend that the Board take appropriate action in response to
the independent auditor’s report to satisfy itself of the independent auditor’s
independence.





6.
Annually report to the Board the independent auditor to be retained and
pre-approve all audit and non-audit services and fees. The Committee will review
the scope of any non-audit services to be performed by the independent auditor
and determine its impact on the independent auditor’s independence.





7. The
independent auditor may not perform the following non-audit services: (i)
bookkeeping related to accounting records or financial statements; (ii)
financial information systems design and implementation services; (iii)
appraisal or valuation services involving fairness opinions; (iv) actuarial
services; (v) internal audit outsourcing services; (vi) management or human
resource functions; (vii) broker, dealer, investment adviser or investment
banker services; (ix) legal services and expert services unrelated to the audit;
and (x) any other services that the Public Accounting Oversight Board determines
impermissible. All other non-auditing services to be provided by the independent
auditor including tax compliance, tax planning and tax advice shall be approved
in advance by the Committee.





8. Review
significant accounting and reporting issues, including recent professional and
regulatory pronouncements or proposed pronouncements and understand their impact
on the Company’s financial statements.





9. Assess
and monitor the overall control environment of the Company through discussion
with management and the independent auditor as to the adequacy of the internal
control system and as to the existence of any significant deficiencies or
weaknesses in the system that may impact financial reporting and results. Assess
the extent to which the audit plans of the independent auditor can be relied on
to identify material internal control weaknesses or fraud. Review the comments
and suggestions made pursuant to its audit work and report to the Board with
respect to:





● integrity of the records and their
keeping;





● appropriateness and effectiveness of
the accounting internal control and information systems of the Company and the
extent to which these systems are uniformly and properly applied;
and





● skills and abilities of the staff
working in the accounting, financial and internal control functions as well as
the number of people that are employed in these functions.


3





10.
Establish procedures for the receipt, retention and treatment of complaints
received by the Company regarding accounting, internal accounting controls or
auditing matters and for the confidential, anonymous submission by employees of
the Company of concerns regarding questionable accounting or auditing
matters.  Oversee and assess the Company’s policies, practices and
compliance with its Code of Ethics, including, when necessary, following up in
connection with any matters reported to the Committee thereunder pursuant to the
Company’s whistle-blowing policy then in effect.





11.
Direct and supervise special audit inquiries by the independent auditor as the
Board or the Committee may request.





12.
Provide a report in the proxy statement stating that the Committee has reviewed
and discussed the financial statements with management and the independent
auditor. In addition, this report will include a recommendation to the Board
that the audited financial statements be included in the Company’s annual report
on Form 10-K.





13.
Review with the independent auditor its performance and recommend to the Board
any proposed discharge of the independent auditor when circumstances
warrant.





14.
Review and reassess the adequacy of this Charter at least annually. Make
recommendations to the Board, as conditions dictate, to update this
Charter.





MEETINGS





The
Committee shall meet at least four times per year, either in person or
telephonically, and at such times and places as the Committee shall
determine.  The Committee shall meet with the chief financial officer,
the controller, and the independent auditor in separate executive sessions
periodically.  The Committee shall report its activities to the Board
regularly.





RELATED
PARTY TRANSACTIONS





Management
shall inform the Committee of all proposed related party
transactions.





MISCELLANEOUS





The
Committee may perform any other activities consistent with this Charter, the
Company’s Certificate of Incorporation and By-laws, and governing law, as the
Committee or the Board deems necessary or appropriate.  While the
Committee has the responsibilities and powers set forth in this Charter, it is
not the duty of the Committee to plan or conduct audits or to determine that the
Company’s financial statements are complete and accurate and are in accordance
with generally acceptable accounting principles. These are the responsibilities
of management and the independent auditor.


4