Los Angeles ? A key ally joined Roy E. Disney in resigning from the Walt Disney Co. board Monday, becoming the second vocal opponent of chairman and chief executive Michael Eisner to quit in two days.

Stanley Gold issued a long rebuke to Eisner and the Disney board Monday, seconding complaints made Sunday by Roy Disney and further criticizing the board as a rubber stamp to senior management.

Gold also repeated Disney’s calls for Eisner to resign.

“It is clear to me that this board is unwilling to tackle the difficult issues I believe this company continues to face,” Gold wrote. Among the problems, he said, were “the cannibalization of certain company icons for short-term gain, the enormous loss of creative talent over the last years, the absence of succession planning and the lack of strategic focus.”

Gold’s resignation comes as Disney’s board begins two days of meetings in New York.

Gold played a key role along with Roy Disney in 1984 to save the company from a takeover attempt and install Eisner as chairman. He heads Shamrock Holdings, which manages Roy Disney’s investments.

But Gold’s role has been diminished during the past two years as he has become more of a critic of Eisner’s performance.

Disney, 73, is the last family member active in the company, founded in 1923 by his uncle Walt and his father, Roy O. Disney, who was the business manager. He also is quitting as chairman of the company’s animation division.

Disney has called for Eisner’s resignation in the past, but the idea was rejected by the board. On Sunday, he sent a three-page letter to Eisner that criticized the chairman’s leadership during the past seven years, according to The Wall Street Journal, which first reported the story.

“It is my sincere belief that it is you that should be leaving and not me,” Disney told Eisner in the letter.

He accused Eisner of “muzzling” his voice on the board.